"Talking"

"Radio talk"

"Sentinel/Computer"

"thinking, weapons names, and flashbacks"

Disclaimer: I do not own either Beast wars or RWBY

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Chapter 38

Coming of the fuzors Part 2

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Vale

As the Predacons and Maximals stared down each other, they pulled the triggers on their guns and fired. And that was the only time they were equal, as it became quickly apparent that the Predacons with the White Fang numbers had control of this fight.

"Get behind the rocks fast!" Yelled Ruby as they couldn't hope to win without any form of cover.

Hearing Ruby's order and seeing how outnumbered they were no one needed to be told twice as they rushed for cover.

"What's the plan sis?" Asked Yang as she fired a few shots off.

"Plan? Who had time to think of a plan." Retorted Ruby as she fired with her Ion cannon.

"You mean we have no plan!?" Asked Jaune in shock and fear.

"The floors open." Said Ruby as she ducked from oncoming fire.

"Ah man! It's times like this I really miss the boss monkey." Said Rattrap as he doubted the situation would be much different.

"We all do." Said Speedclaw as he hung his head down.

"Me and Skyshooter can fly overhead and get the drop on them." Suggested Cheetor.

"An excellent flanking maneuver." Agreed Dinobot as it could work.

"A true classic." Agreed Port.

"Yeah, with one little problem." Said Rattrap as he grabbed a rock about the size of his head and tossed it up.

Everyone watched as the rock was in the air as it then got fired upon with such ferocity that when it landed it was a small pebble. Everyone couldn't believe what they saw.

"Well… A bot can hope can he not." Said Dinobot as trying to convince himself.

"Hey!" Yelled Cheetor as he wasn't going out there.

"Dinobot." Chided Glynda as they couldn't afford anymore losses right now.

"What if we break up in smaller teams and surround them?" Suggested Jaune as he just though of it.

"Good idea, but there's not much in terms of cover in this area. Anyone who goes out there would be in a dangerous situation." Said Skyshooter as it was a good idea but the landscape and the enemy numbers, it was too dangerous to try to pull off.

"Then what do we do?" Asked Pyrrha nervous.

"We keep firing!" Yelled Nora as she fired a few rounds out of Magnhild in it's grenade launcher mode.

"You heard her!" Yelled Ruby as everyone returned fire.

On the Predacon side, everyone kept a steady line of fire going. But with so many of them they could fire in waves, so they were able to save their ammo better then the Maximals. It was then they heard to noises. One sound like engine and the other wings.

Megatron looked over and grinned as he saw Wazzpinator and Tarantulas coming their way. But Megatron focus was more on Tarantulas.

'So the spider is a Trans-metal now as well.' Thought Megatron as he wondered where he was this whole time.

'Now all that's unaccounted for it Blackarachnia.' Continued Megatron with a frown.

"Excellent reinforcements have arrived." Said Megatron with a grin to hide his real feeling from his men.

"Don't you think this is a bit over kill?" Asked a White Fang member nearby.

"Maybe." Admitted Megatron as nearly every able body was here. "But one can't be too careful when dealing with Maximals."

Hearing that all those who fought the Maximals couldn't argue with that.

"Prepare for a full all-out attack!" Ordered Megatron as everyone got ready to fire.

"What?!" Said Silverbolt suddenly caused everyone to stop and look at him confused.

"We out number then more then 3 to 1." Started Silverbolt.

"Yes." Said Megatron as he was getting annoyed.

"We have at least three times their fire power." Continued Silverbolt.

"Yes." Said Megatron as those near him stepped away in fear.

"We should give them the chance to surrender." Finished Silverbolt as he couldn't see himself killing like this.

"Um…" Started Megatron as he faked thought about it. "No."

Megatron then swung his tail cannon into Silverbolt knocking the Fuzor off his feet. Megatron then got right into Silverbolt's face, making Silverbolt cover his face with his left wing in fear.

"Question my commands again, and I will tear you limb from mismatched limb Fuzor. I wish the enemy destroyed quickly and with out mercy." Declared Megatron as he turned to his men.

"Would anyone else care to object?" Asked Megatron caused everyone to shake in fear.

"Well I…" Started Quickstrike only for Megatron's to clamp the end of his tail around his throat.

"Yes?" Asked Megatron as he brought Quickstrike to his face.

"Um… does it have to be quick? Cause once we cripple them I kind of would like to enjoy their suffer for a while." Asked Quickstrike as Megatron dropped him.

"I like how you think Quickstrike. But business before pleaser." Said Megatron as he did like that idea.

"Megatron!" Said Adam as he rushed over while avoiding a few shots.

"What is it Adam?" Asked Megatron as he knew Adam wouldn't rush over for nothing.

"The Maximals have new allies." Said Adam as he looked at where the Maximals were hiding.

Hearing this Megatron looked over and zoomed in. He saw Dr. Oobleck and Ren firing at them. He had no idea who the boy was, but he recognized Dr. Oobleck from Beacon.

"It seems we were right about Beacon siding with the Maximals." Said Megatron as they had nothing solid to go on until now.

"What about the other two schools?" Asked Adam as he wondered if they were with the Maximals as well.

"It won't matter after tonight." Said Megatron as they were pushing the Maximals back.

"Maybe, but several that we know are with the Maximals of are missing. They could be planning something." Adam warned him.

"You may have a point Adam. But I highly doubt someone like Ironwood would let someone else take control of his men." Stated Megatron as Ironwood's ego wouldn't allow that.

"I hope you're right." Said Adam as they could be heading into an ambush.

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Vale, Patch, Axalon

Back at the Axalon Velvet was getting worried. She was all alone in the Axalon, while Rhinox mind had left his body. All because he thought he could bring back Optimus.

Velvet looked at some of the cables as some went to the cargo bay where they were hooked up to the pod they got earlier.

"Hurry up." Said Velvet nervously as she had no idea what was happening out there.

"Second warning! Unit Rhinox's core consciousness grows dangerously distant. Chances of return decreasing." Warned Sentinel as that didn't help Velvet's worries.

"Maybe I should call Winter for help." Thought Velvet out loud as her worries were getting the best of her.

Meanwhile with Rhinox's consciousness it was hard to explain where he was. He was in what felt like a white void. He had his body, but it was transparent.

"Where am I?" Rhinox asked himself as he wasn't expecting this.

"In a void between the living and the dead." Said a voice behind Rhinox.

Curious Rhinox turned around and saw a transformer there. This bot body was mostly white and grey. His lower legs were white with a green strip on either leg on the inside. His upper legs and waist were grey. As well as his lower arms, while his upper arms were white. His chest was white but looked like the top of a car. Complete with windshield. His head was grey, and he had no mouth and two fins on the side of his head. He had a shoulder cannon and two wings on his back. But what Rhinox zoned in on was the Autobot symbol on his chest.

"Who are you?" Asked Rhinox curious.

"The names Wheeljack." Introduced Wheeljack.

Hearing that shocked Rhinox as Wheeljack was a legendry Autobot who died in one of the last battles of the great war. But he got over his shock as he knew what he had to do.

"You said we're in a void. Do you know where I can find somebody?" Asked Rhinox hopeful as a guide would be great right now.

"You mean Optimus Primal, right?" Asked Wheeljack surprising Rhinox.

"How did you know?" Asked Rhinox.

"My Optimus asked me to come and help you." Answered Wheeljack as that surprised Rhinox even more.

"Your Optimus? How did he know?" Asked Rhinox as he never felt so confused before.

"I don't understand it all myself, but he knew because someone named Ruby knew what you're doing." Said Wheeljack as Rhinox's optics went wide as he understood what that could mean.

"Does that mean that the Matrix connects the current holder with the afterlife?" Wondered Rhinox as there was much no one knew about the Matrix.

"Your guess is as good as mine." Admitted Wheeljack as that would be something hard to study.

"But let's get your leader shall we." Said Wheeljack as Rhinox nodded.

"Lead the way." Said Rhinox as the two walked off.

"So you piggyback on a quantum wave surge to get here. Clever." Said Wheeljack as he was impressed.

"Thank you." Said Rhinox as that meant a lot coming from him.

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Vacuo, Darksyde

At the same time at the Darksyde Blackarachnia was hard at work herself. After Dinobot stole the disks, she made sure to avoid the area they were kept in for the time being. She went to her quarters and gathered what she wanted and needed. She then made her way to the ships computer core and uploaded a little something. While also downloading all her work.

Now she was back in the area the disks were stored in as she was looking for something.

'Where is it?' Thought Blackarachnia as she was lucky no one came in this room after she left.

That was when she found what she was looking for as she moved a bulkhead to the side. She looked at sealed door as she then pressed a button on it. This caused the door to open revealing a computer console.

"So this where you kept your data Megatron." Blackarachnia said to herself as she started the console.

Blackarachnia was no fool. She knew that even with Ruby supporting her there were going to be those who mistrusted her. But at the same time while she didn't have to watch her back with Maximals, she doubted if they could win.

But with the data she was about to grab, she'd be safe regardless of which side she was on. But first she had to break Megatron's firewalls and time was something she was unsure about.

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Vale, battlefield

Back at the battle, things weren't going good for the Maximals as the Predacons and White Fang were slowly gaining ground on him.

The number game was in full effect here as being outgunned 3 to 1 was taking a toll on the Maximals.

"Theses Maximals are fools." Said Silverbolt confused as everyone was firing on them. At the same time, the Maximals did their best to return fire, but it was getting risky to leave the rock cover.

"We flank their position. They should retreat, but still they fight." Continued Sliverbolt as their actions confused him greatly.

"That's because they are fools." Said one White Fang member.

"No, he's right." Said Megatron as he was so excited he failed to see this.

"The Maximals are many things, but they're not suicidal." Continued Megatron as he remembered what Adam said earlier.

Megatron looked at the Maximal position and thought about what they were doing. That's when he thought he saw something in the background. Curious he zoomed optics his in and saw some sort of energy trail in the sky.

Seeing this Megatron realized what was going on, somewhat.

"They're trying to prevent us from reaching their base!" Declared Megatron as why they're doing this was still unclear to him.

"But why?" Asked Adam as it made no sense to him.

"I do not know." Admitted Megatron. "But let's find out. Wazzpinator! Sliverbolt! Take to the air and circle wide. Converge on the Maximals base!"

Hearing this both bots transformed into beast mode and took off. But they failed to follow Megatron's orders as they both flew over the Maximals. Something they all took notice of as they tried and failed to shoot them down.

"Uh oh." Was all Cheetor could say as the two flyers flew past them.

"Megatron has deduced our strategy. Such as it was." Growled Dinobot as it wasn't much of a strategy to begin with. But it was the best they could come up with the time they had.

"I didn't hear you suggesting anything better." Snapped Yang as she glared at Dinobot.

"Now is not the time Miss Xiao Long." Said Glynda as she gave her student a look.

"That doesn't matter now. Even with Velvet there guarding him, Rhinox is in a dangerous spot and could die easily." Stated Skyshooter with a frown.

"Then we need a new plan." Said Dr. Oobleck as this one had failed.

"Right." Said Ruby as she agreed with him as she thought about one.

But the tricky part was there wasn't much they could do. Charging the enemy was suicidal. And wouldn't deal with the flyers that just took off. Time was their biggest enemy right now. So there was really only one option.

"Cheetor, Skyshooter take care of those flyers. The rest of us will fall back to the Axalon and make our last stand there." Instructed Ruby as this shocked some of them.

"But Ruby it won't be easy retreating in a situation like this." Coco told her as she continued to fire.

"I know, that's why me, Dinobot and Rattrap will provide covering fire for all of you." Said Ruby shocking Rattrap with Dinobot checked his gun.

"Why me?" Asked Rattrap as he didn't want to.

"Because beside me your new beast mode is fast." Explained Ruby as Rattrap couldn't counter that.

"Cheetor, Skyshooter go! The more time you're here the bigger the gap gets." Said Ruby as the two nodded. Skyshooter then transformed as he took off staying low for a while.

"This weapon is depleted." Said Dinobot as he needed some time to rearm it.

"I need a running start." Said Cheetor as he wasn't quite there with his take off yet.

"Really mates." Was all Boomer could say as he noticed his ammo was getting low himself.

"The pair of yah. Do I have to do everything." Said Rattrap annoyed as he then kicked Cheetor in the rear with enough force to send him skywards.

Cheetor cried out in shock as he narrowly avoided getting hit as he then transformed. He then activated his jets and flew off.

"Move out!" Ordered Ruby as she made sure Cresent Rose was ready.

See saw everyone starting to move back, expect for the Beacon teaching staff.

"What are you three doing?" Asked Ruby worried.

"Miss. Rose if that full attack force should attack your base, you would not stand a chance." Said Dr. Oobleck.

"That's why we're going to slow them down for you." Continued Professor Port.

"But…" Started Ruby only for Glynda to cut her off.

"We know the risks, but we are huntsman after all. And above all else your teachers. It's our job to make sure you have a future." Glynda told her as Ruby shut her eyes as she didn't want to agree with them.

Ruby then tossed Glynda her Ion cannon, confusing her.

"That's a loan. I want it back." Said Ruby as Glynda heard the unheard command, 'Come back alive'.

Rattrap then transformed into his beast mode and got his vehicle mode ready.

"Hop on." Rattrap told Dinobot could only shudder for what this was going entail as he did.

"Let's go." Said Ruby as she dashed off while Rattrap drove off.

The teachers of beacon shared a look as they continued to fire on the White Fang. They knew the White Fang was the bulk of the attack force, so their best bet was to keep them pinned. And hope that the others could deal with the Predacons.

Meanwhile with Wazzpinator and Silverbolt both were flying at a leisurely pace to the Axalon.

"Wazzpinator is in command. Wazzpinator will lead. Yeesss." Said Wazzpinator as he took the lead.

"Well, since you're the one who knows the way. Go ahead, lead on." Sliverbolt told him as it made the most sense to him.

But then Wazzpinator stopped out of nowhere, causing Silverbolt to crash right into him. Wazzpinator then turned around and faced Silverbolt.

"You not tell Wazzpinator what to do! Wazzpinator in command!" Declared Wazzpinator.

"Ok, fine. What is your command." Said Silverbolt as he gave Wazzpinator a salute. While in his head he was wondering if something was wrong with Wazzpinator.

"Doggy bot follow Wazzpinator. Wazzpinator will lead." Wazzpinator told Silverbolt as he turned around and flew off.

Sliverbolt on the other hand now knew there was something wrong with Wazzpinator. But not just Wazzpinator, but the Predacons as a whole.

But Silverbolt was brought out of his thoughts when he heard a hawk cry. Then out of nowhere Skyshooter tackled Wazzpinator from below. Wazzpinator cried out in shock as he lost control. Skyshooter then transformed and shot Wazzpinator in the wings causing him to fall.

Sliverbolt was about to attack when Cheetor stopped in front of him. Cheetor growled at Silverbolt as he then took off. Seeing Cheetor taking of like that caused Silverbolt to chase after him forgetting about Skyshooter.

Skyshooter saw this as he followed them but kept his distance in case Cheetor needed help.

Back with the others most the Maximals had started to fall back to a safe distance where a ground bridge would take them back to the Axalon.

Thankfully the teachers were giving them enough covering fire to slip away. While Ruby got a fair distance away and was using Cresent Rose in it's sniper mode to cause some confusion.

But with Dinobot he figured this was the worst thing he has done since the Beast wars had started, as he rode on Rattrap's back. He could feel every bump as he has doing his very best to stay on.

"To think a warrior, must become a rat patrol." Siad Dinobot as he got his gun ready.

"You just handle that fire hose fenderhead. And leave the driving to me." Retorted Rattrap as he drove off.

Megatron saw this and grinned.

"They're running!" Declared Megatron only to get nearly hit in the shoulder by Professor Port.

"Looks like the Beacon staff are staying." Said Adam as he saw the three teachers still firing at them.

"Adam leave the main attack force behind to deal with them. You will join me and the other Predacons on an assault on the Maximal base." Ordered Megatron as he wanted quality over quantity right now.

"Aka!" Yelled Adam as a female with Sika deer horns on her head ran over.

"Yes!" Said Aka.

"You're in charge here. Once you're done with the enemies here join us at the Maximal base." Instructed Adam.

"Sir." Said Aka as she took charge.

"Let's go Megatron." Said Adam as he turned to face Megatron only to see him already in the air flying towards the Axalon.

"I hate it when he does that." Grumbled Adam as he headed for a ship.

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Vacuo, Darksyde

Blackarachnia grinned to herself as she broke the last of Megatron's firewalls. On the screen before her was every bit of data on the two disks Megatron had.

"It's all here." Blackarachnia said to herself as part of her doubt Megatron would leave everything in one place.

'Then again he is really arrogant.' Blackarachnia added mentally as she looked at the data before her.

"Computer download and triple encrypt." Ordered Blackarachnia as the console opened to download all the data into Blackarachnia.

Feeling the data entering her head Blackarachnia couldn't help but grin. This data was worth more then a valley full of Dust and Energon together. But then a thought entered her head. It was only good if this was the right planet and even before the quantum surge a lot of the bots were questioning if this was the right planet.

When the last of the data entered her head, Blackarachnia took a few steps back and brought out a gun she swiped from the White Fang. She then shot the console several times destroying it.

With her tracks now covered Blackarachnia calmly walked away as 1's and 0's were in her optics.

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Vale, battlefield

Dinobot grinned as he fired at another group of White Fang causing some to scatter, while others laid on the ground in pain.

"That should be enough for a distraction." Said Rattrap as he tried to dodge some fire.

"Agreed." Said Dinobot as he was getting low on ammo again.

Hearing that Rattrap drove off as Dinobot fired a few parting shots at the White Fang. Then out of nowhere something hit Rattrap from behind making him lose control slightly. Dinobot looked back and frowned as Tarantulas, in his vehicle beast mode, was there.

"Road hog!" Yelled Rattrap as he tried to get some space. But Tarantulas refused to give him space.

"Can't you shoot him?" Asked Rattrap as he got rammed again.

"If you stopped moving around I could." Retorted Dinobot as he was doing his best to hang on.

Rattrap growled hearing that as he couldn't shake the spider. But then he got an idea as he saw a pillar in front of him.

"Hang on!" Yelled Rattrap as he braked hard causing him to spin out of control.

Tarantulas was confused by this as it made no sense to him, until he saw what was in front of him. He was so focused on the two Maximals he wasn't paying attention to his surroundings. And as such he collided right into the pillar.

"That's what you get for tailgating!" Mocked Rattrap while Dinobot looked up while shaking his head. That was when he saw a boulder and grinned.

Dinobot fired upwards as he hit the boulder causing it to move downwards. At the same time Tarantulas had transformed as he rubbed his head. He then heard some rumbling sounds and looked up.

"Of course." Was all he said as the boulder crushed him.

"What is it with things crushing him?" Rattrap asked Dinobot curiously.

"I have no idea." Admitted Dinobot as the two drove off.

Meanwhile with Ruby she had to catch her breath as she was out of breath from all the running and shooting, she did.

But she didn't get much of a break as Inferno saw her and started to shoot at her.

Lucky for Ruby Inferno's shots missed her as she rushed for cover and returned fire. But then things got worse for Ruby as Megatron saw them and transformed joining in.

Ruby was trapped in her cover as the two Predacons continued to fire on her. And worse yet she could hear the two laughing with joy as they tried to blow her to bits.

So hoping for a miracle shot Ruby aimed Cresent Rose at Inferno and fired. And by some miracle the shot hit Inferno's flight system causing him to lose control and fly right into Megatron. The sudden collusion caused the two to crash to the ground hard.

When the dust cleared Ruby looked over and started to laugh. The reason being was that Megatron and Inferno heads got swapped around.

"This is great." Said Ruby as she quickly pulled out her scroll and took a picture of the two as they looked her way. Ruby then rushed off while Inferno laughed and Megatron growled.

"Shut up." Growled Megatron as he punched Inferno in the head.

Back with Cheetor he saw the Axalon and opened his comm's.

"Cheetor to Velvet." Said Cheetor as he looked back and saw Silverbolt was still on his tail.

"What is it Cheetor? Is everything ok?" Asked Velvet in a worried tone.

"I got a new Predacon on my tail. Why don't you say hello." Answered Cheetor as they flew next the Axalon.

That was when the Axalon's shield went down, and the Auto-guns activated. Inside the Axalon Velvet locked onto Silverbolt and when she was ready, she fired.

"Silverbolt terror…" Started Silverbolt only to get nailed by the Auto-guns mid transformation.

Silverbolt landed on the ground with a thud as he was out of sorts from his crash. When he regained his senses, he tried to get up only for Cheetor to hold his whip at his head.

"Don't even move." Warned Cheetor as he wasn't in the mood.

That was when the others approached them, while Rattrap and Dinobot drove up.

"Where's Ruby?" Asked Weiss as she didn't see her with them.

"Last we saw she was causing confusion in the White Fang ranks." Answered Dinobot as he wasn't worried about her.

"She's still out there!?" Yelled Yang worried as she looked at the direction of the battle.

But before they could say or do anything else Ruby rushed in.

"Is… Everyone…OK?" Asked Ruby between breaths.

"Are you?" Asked Yang as she rushed over to her.

"Had a little run in with Megatron, but I'm good." Replied Ruby as she saw the downed Sliverbolt.

Everyone followed her line of sight as they all looked at Silverbolt. Seeing everyone looking at him made Silverbolt uneasy.

"So. Get on with it. Destroy me." Said Silverbolt as he thought what the Maximals did.

Dinobot brought out his sword and was ready to strike Silverbolt down. But then Yatsuhashi grabbed his arm stopping him.

"Where's the honour in striking down an unarmed enemy." Said Yatsuhashi as he stared Dinobot right in the optics.

"Very well." Said Dinobot as he saw what Yatsuhashi said.

"What?" Was all Sliverbolt could say confused.

"Take him to the CR chamber for repairs." Said Ruby as something told her she could trust him.

"Are you sure? He is the enemy." Stated Ren as he was still unsure of a lot of things in this war.

"What's your name?" Ruby asked Silverbolt curious.

"Silverbolt." Answered Silverbolt without any hesitation as Ruby was surprised to her that name.

"I can be now. Anyone with that name can be trusted." Said Ruby confusing everyone.

"How can you be so sure?" Asked Jaune as a name can't be a good reason to trust someone.

"It's hard to put into words. But his name and his eyes say a lot to me. It's a leader thing." Explained Ruby as she looked at Coco and Jaune with the last bit.

"Come on." Said Bladegator as he helped Sliverbolt up.

That was when Velvet came rushing out.

"Is everyone ok?" Asked Velvet worried.

"For now. But the battle will be coming here soon. How's Rhinox?" Answered Skyshooter as it was only a matter of time before Megatron forces reached here.

"The computer said he's back, but he hasn't moved yet." Velvet told them as they had mixed feelings about that.

"Ok everyone. We don't know when the Preds will be here. Take some time to rest and resupply." Ordered Ruby as everyone headed into the Axalon.

In the command area Rattrap, Speedclaw, Nora, Ren, and Velvet looked at Rhinox still on the table.

"He is back, right?" Asked Speedclaw worried about Rhinox.

"That's what the computer told me." Answered Velvet hoping Rhinox's mind is ok.

"He's just probably just getting his system back in order." Said Rattrap though it sounded more like he was trying to convince himself more then the others.

"Why do you all think he can bring this Optimus back to life?" Asked Ren suddenly surprising them.

Speedclaw, Rattrap, and Velvet shared a look as Rattrap answered.

"We don't." Started Rattrap as this surprised Ren and Nora. "But if Rhinox here thinks there's a chance. Then that's good enough for us."

Hearing that Ren wasn't sure what to say. He wasn't expecting that answer. But then again, he wasn't expecting nearly everything he's seen and done today.

"Sometimes hope is the best we can do." Said Nora as she felt similarly to Ren.

"Hope is the strongest weapon we have." Said Rhinox as the table tilted upwards so he could stand.

"Rhinox what happened?" Asked Velvet as she was curious.

"It's hard to put into words. I was in a void between the living and the dead." Started Rhinox as he wasn't sure how to explain it himself.

"Forget that. Did it work?" Asked Rattrap hopeful.

"With Wheeljack's help I did find him. He just has to follow the trail I left him." Said Rhinox as everyone was happy and confused at the same time.

"Who's Wheeljack?" Asked Nora confused.

"An Autobot from the great war." Answered Speedclaw as he was confused as well.

That was when the base shook and they heard explosions. They all knew what it meant. That was when a screen nearby turned on and Cheetor was on it.

"We got a full scale Pred attack! And the shields are failing!" Warned Cheetor as everyone in the base heard him.

"Oh great, we're all going to die." Said Rattrap as he believed it this time.

"It happens." Started Rhinox as he brought out his machine gun. "But miracles happen to. Let's go!"

"Right behind you." Said Speedclaw as everyone got their weapons out. They all knew their only chance at survival was to fight.

Outside the Axalon Megatron along with all the Predacons and Adam aimed their weapon at the Axalon.

"All Predacons! Open fire!" Declared Megatron as everyone fired at will.

Every available Maximals stood outside the Axalon as the shield was taking a pounding.

"Are you ok Jaune?" Asked Ruby as she walked up to him.

"No." Admitted Jaune as this night was… well he hasn't found the right words for it yet.

"If you said yes, then I would be worried." Admitted Ruby as the two shared a small chuckle.

"Are we going to make it?" Asked Jaune as he eyed his team as he could see the worry on their faces.

"I don't know." Admitted Ruby. "But it do know this, if we don't try we will die."

Hearing that Jaune nodded as he agreed with her.

"Sheild failure in 18 seconds." Warned Sentinel as everyone got a look of fear on their faces.

"Everyone! Cover now!" Yelled Ruby as everyone tried to find what cover they could. Seeing this filled everyone with a sense of dread.

But meanwhile in the Axalon, where Rhinox's set-up was an energy burst hit the set-up as it traveled through the connected cables to the stasis pod. When the energy hit the pod the pod's door burst open.

Then a copper-colored hand gripped the side of the pod. The being then started to make their way through the Axalon. But due to all the power being diverted to the shields the lights were out as not much could be seen of this new being.

But this each step this being took a loud stomp could be heard, as it made it's way to the command area. Once there it turned to the CR chamber and opened it.

Silverbolt came back online as the very first thing he saw shocked and scared him as his mouth fell open and his optics widened.

Back outside the Predacons kept up their assault as the shield finally broke.

"It's us and the Preds now." Stated Rhinox as they lost their last line of defence.

"You know my vote." Said Cheetor as he started to fire on the Preds. At the same time everyone else joined in. The Preds quickly took cover as this time they were the ones outnumbered. But then disaster struck the Maximals.

Due to not having much time to recover and restock. Their guns started to run out ammo as one by one they couldn't fire anymore.

"Oh come on!" Yelled Yang as she had no more ammo.

"They have no more ammo." Stated Adam as the saw they stopped firing.

"Then's let finish them partners!" Yelled Quickstrike in joy.

"Royalty look!" Said Inferno as Ruby was walking in front of her friends.

"Ruby what are you doing!?" Yelled Weiss in shock and fear of Ruby's actions.

"We can't cover you." Added Velvet as they had no ammo.

"I got one more weapon left." Said Ruby as they who knew went wide eyed/optics.

"What is it?" Asked Jaune confused.

"A failsafe weapon." Was all Skyshooter said as this was a gamble.

"Leave Megatron! Before I use my eyes on you!" Warned Ruby as she was hoping he'd listen.

"True your eyes are indeed powerful Ruby. But I figured out their weakness." Responded Megatron.

Then out of nowhere Adam popped out and fired at the ground before Ruby. The shockwave from the blast knocked Ruby back. At the same time Megatron came out of hiding and opened fire on Ruby. Seeing this Ruby used her semblance to get back to the others.

Seeing that Ruby's tactic failed Dinobot stood up with his sword ready. He knew it was a deadly plan, but he would rather die fighting then cowering somewhere.

Only for him to get shot in the gut. That made him hunch over as he was dragged into cover by someone.

That was when a barrage of shots hit the cover the Maximals were using. When the Predacons let up for a second the Maximals cover was gone, and they were all exposed.

"Oh no." Was all Rattrap could say as he voiced everyone's thoughts.

What happened next was a blur for everyone as the Predacons fired everything they had at them. The bots felt like their bodies were being torn apart, while the organics auras protected them at first. But it soon broke and none of them felt pain like that before.

When most of them came to they saw the sun starting to rise. They looked at each other and knew this was the end. The bots were dinged up, circuits showing, even limbs missing. While the organics were bleeding, clothes ripped and damaged, while their gear needed repairs.

"Here comes the dawn." Said Rhinox weakly as he had a hole in his chest.

"And our doom." Added Dinobot as his right forearm fell off.

"Why aren't we dead?" Asked Ren confused.

"Megaton probably wants to do that close up." Admitted Rattrap as his body refused to work.

"You can't be serious." Said Pyrrha in disbelief as she never heard of someone like this before.

At the same time Megatron and his forces were ready. As they allowed the Maximals the chance to wake up they used it to reload and such.

"Move out Predacons. We waited a long time for this. Yeesss. Let us be close enough to enjoy it." Said Megatron as he started to walk forward.

The others followed Megatron as they all got their weapons ready. As Adam got closer, he looked Blake right in the eyes making her look on with fear. He then looked at Yang near her and grinned as Blake got the message.

"At least we go with honor." Was all Dinobot could say in this situation.

At the same time the Beacon staff had arrived, a little worse for wear, and gasped at the sight before them.

"Finish it." Said Megatron as he aimed at Ruby.

"With pleasure." Said Adam as he got his sword ready.

But then there was a huge explosion from the Axalon itself shocking everyone. When the smoke cleared everyone was shocked by what they saw, both Maximals and Predacon alike.

"Well that's just prime!" Said no other then Optimus Primal himself and as a Trans-metal too.

Optimus's new body had silver flat feet and lower legs with blue kneecaps, while his thighs were silver too. His arms were bulky and silver with his shoulder and hands a copper color. His chest area was also copper with the centre more of a bronze color with copper colored abs. His head was mostly bronze color with a helmet on with two fins on the back on either side. His lower face and eyes were copper in color. And on his back was some sort of backpack with two maces on it and was secured on his shoulders. And on his right hip was a weird looking gun. It looked like a square with a cone on the front with a handle.

"Big bot?!" Said Cheetor with a mix of happiness and shock in his voice.

Skyshooter, Bladegator, and Speedclaw all share look of joy as their friend was back.

"You did it Rhinox." Said Ruby as a huge smile was on her face, a smile Rhinox copied.

"Primal! Destroy him!" Ordered Megatron as he had no idea how he came back, but he wasn't going to stay long.

Everyone fired at Optimus, but Optimus was ready as he pulled out a riot shield blocking the shots. Once Optimus knew it was safe he dropped the shield.

"My turn!" Said Optimus with a hard glare.

That was when his backpack flipped over and Optimus grabbed hold of the shoulder parts. That was when everyone saw Optimus had shoulder mounted cannons now, complete with targeting screen.

"So cool." Said Ruby and Jaune with stars in their eyes.

Optimus then opened fire on the Predacons. He nailed Wazzpinator with the first few shots sending the bug flying. As for the others they were forced to flee as their ammo was starting to run low and Optimus wasn't giving them much choice in the matter.

Seeing the brought smiles to the Maximals faces as they cheered.

Seeing that the Preds were on the run, Optimus stopped firing. But he wasn't done with them yet, as he was really angry about the current state of his friends.

He then transformed into beast mode, were the top part of his body spun around as his chest was navy blue as was his gorilla head. Then his feet turned and connected creating a surfboard. Then to everyone's surprise he took off.

"He has a flying surfboard!?" Said Yang in shock as she wanted one.

"Flight is no longer your advantage Optimus." Said Megatron as he saw Optimus flying away. He then transformed and took after him.

"What now mates?" Asked a weak Boomer.

"We get inside and heal up. If we try to follow Optimus in out current states, we'd be more of a hinderance then help." Said Ruby as she could barely stand.

That was when they heard growling above them. They all then saw Sliverbolt, in beast mode, taking off after Optimus.

"Optimus." Said Velvet worried as none of them could do anything.

"You should worry about yourselves first." Said Adam as he came out of hiding as he was ready to end them.

"Good advice." Said Glynda as she used her semblance to lift Adam up and toss him into river.

Hearing Adam screaming brough a smile to Blakes face. Especially when she heard him hit the water.

"Let's get you all to the CR chamber." Said Glynda as she was checking the student over.

"What's that?" Asked Dr. Oobleck curious.

"A way to heal." Said Weiss as she was in pain.

But at the same time everyone was hoping that Optimus would come back soon.

Meanwhile with Optimus he spotted Inferno, Tarantulas, and Quickstrike below him. He then landed as he transformed.

He then saw Tarantulas and Quickstrike looking over a boulder at him, while their guns were aimed at him. Optimus then turned his head to see Inferno with both guns out as he walked out from a boulder.

Optimus looked at the two groups as he tried to keep an eye on both of them. Waiting for the first group to make the first move. Then Inferno fire two missiles at Optimus. Optimus barely saw them as he hit the ground. But the missiles kept going and hit Tarantulas and Quickstrike taking the two out.

"Your turn to burn Optimus Primal." Stated Inferno as he put his guns on his hips.

Seeing this Optimus got up as his hand went near his gun on his hip. The two then stared at each other, both wondering who will make the first move.

But unknown to both of them Megatron was nearby as he was watching them both. Waiting for the right moment to strike.

Then both Inferno and Optimus drew their weapons at the same time. But Optimus was quicker to pull the trigger. Optimus shot hit Inferno sending him flying. Seeing this Megatron grinned as he hoped Inferno would fail so he could finish Optimus himself.

"Hello and goodbye Trans-metal Optimus Primal." Declared Megatron as he activated his shoulder cannons. Optimus heard Megatron, but he had no time to react as Megatron was ready to fire.

But then out of nowhere Sliverbolt came flying in. He then transformed and kicked Megatron with enough force that he went flying off a ledge and started to fall. Optimus and Sliverbolt were then quick to look over the ledge and saw it was a very deep fall for Megatron.

"Consider that my resignation from the Predacons!" Yelled Silverbolt as he now knew he wasn't meant to be with them.

"I know now, my place was always with the Maximals. May I join you?" Requested Sliverbolt as he hoped Optimus would say yes.

At the same time, they could both hear Megatron screaming as he continued to fall. Both spared a second to look down again as they saw Megatron tumbling down.

"Well… I like your resume." Siad Optimus as that put a smile on Sliverbolt's face.

Some time later at the Axalon nearly everyone was healed up as Rhinox left the CR chamber. The only ones not healed up were team JNPR, Professor Port, and Dr. Oobleck.

"This sucks! Why can we use that thing?" Asked Nora as she had bandages all over her.

"Because Nora, there's no base scan for you in the system. Without it there's no telling what the CR chamber could have done to you." Answered Blake as she was sore.

"Then why didn't we get one?" Questioned Nora annoyed.

"Things just moved too fast. And the scans take time" Answered Weiss as she was ready for bed.

"I guess that makes sense." Admitted Jaune though he wished he could get in there and heal up faster.

"Once you get healed up, we'll scan each of you." Assured Ruby as she was glad their injuries weren't that bad.

"Can I have everyone's attention please." Said Optimus as he stood near the front of the room. When he saw everyone looking at him, he spoke.

"I know everyone here is sore and tired, so I'll keep this quick. I want to thank all of you for fighting today. I know I just got back, and I see I have a lot of catching up to do. I see new faces here. I see we have new elements around us. But I can't put into words how proud of you I am."

Hearing that made some of the people in the room smile.

"Not even back an hour and he's already making cheesy speeches." Said Rattrap with a smile as some shook their heads at Rattrap.

"But I would like to know a few things right now. Like the state of the world?" Asked Optimus curious.

Hearing that everyone's mood changed.

"Optimus, while you did save Remnant. There's a lot of damage out there." Started Ruby as Glynda took over.

"Right now we were in the process of figuring out everything, but it's not good so far." Glynda told him with a frown.

"Airazor and Tigatron are out there right now scouting. We should get a report soon." Finished Skyshooter.

"I see." Said Optimus with a frown as he wasn't expecting good news.

"And what of our new bodies? How do they hold up energon exposer?" Asked Optimus as he looked at his new Trans-metal body.

"Not a problem around here." Said Cheetor.

"This part of the planet took the blunt of the alien weapon. All the raw energon either exploded or transformed into stable crystals." Explained Rhinox as Optimus nodded.

"I see." Said Optimus as there was a lot he needed to catch on.

"Wait, where's Blackarachnia?" Asked Optimus as he hadn't seen her since he came back.

No one answered as they weren't sure.

That was when the lift activated and Blackarachnia came in.

"Blackarachnia where we're you?" Asked Ruby curious.

"Around. Getting some things." Was Blackarachnia's answer as she held a bag.

"OK." Was all Ruby said as she knew she wasn't going to get anything more out of her.

At the same time though Sliverbolt's optics went wide at the sight of Blackarachnia.

"Well everyone get some rest for now. I think we need to have a meeting in a few days to get everything settled." Said Optimus as varies people agreed with him.

"Except for you Rattrap." Said Optimus confusing the others.

"Huh, why me?" Asked Rattrap worried he got a mission coming.

"You have to clear your junk out of my quarters!" Said Optimus sternly.

Hearing that caused those who knew Rattrap to sigh.

"We should have seen that coming." Said Yang as it was just like Rattrap to do something like that.

"We should have." Agreed Cheetor.

00000000

Vacuo, Darksyde

Words failed Megatron right now. Not only did they fail to destroy the Maximals, but somehow Optimus Primal was alive again. And while this was going on Dinobot stole the golden disks from him. And someone stole all his data on them as well.

"Megatron." Started Adam he approached Megatron as he sat in his command chair.

"What's our next move?" Asked Adam as he made sure to keep some distance in case Megatron was ready to take out his frustrations.

"For now, we wait. We need to see what's happening with the world and how we can use it our advantage." Answered Megatron as there was many X factors to deal with right now.

"Agreed." Said Adam as he left Megatron and the room.

After a few minutes of walking, Adam stopped and looked around closely and saw he was alone. He then brought out his scroll and started to type.

"It's time. After this failed attack his support is low." Was the message Adam sent as he got a reply.

"Once I'm healed, we go." Read Adam who grinned.

It was time for a new leadership around here. And with that he walked off to get things ready.

00000000

Unknown location

Cinder sat at a long wooden table that was purple in color and she sat on a chair that looked like it was made from bones.

"That is all." Said Cinder as she finished her story about the Beast wars.

"I see." Said a woman sitting at the other end of the table. This woman was the same one who took control of the flying island.

"That is quite the story my child." Said the woman.

"I would not lie to you." Said Cinder as she knew that can be fatal.

"And I don't doubt that. But your suggestion." Said the woman.

"I understand, but if Ozpin has the forces of the Maximals on his side, it might tip things in his favor." Said Cinder.

"I highly doubt that." Said the woman as she knew Ozpin better then anyone.

"But you have never meet Optimus or Ruby. They have a way of getting people to listen to them." Warned Cinder.

"You've changed my dear." Said the woman as she wasn't sure if it was for better or worse.

"But the facts are sooner or later you will get involved in this war somehow, my Master. Won't it be better to control when that happens rather than letting them come to you?" Asked Cinder as the woman thought about it.

"You have a point Cinder. But I must think about it." Said the woman.

"Of course, Salem my master." Said Cinder as she had a grin on her face as things were moving the way she wanted.

And the Maximals have brought a victory out of near defeat. I know some are thinking why didn't Ruby use the prime blast on them? In truth, while it's powerful it's a directional attack. It can only go forwards and the direction Ruby is facing. And Megatron knows this.

The next two chapters will focus on one faction each. So I hope you enjoyed this and I'll see you next time.