Author's note: I do not own, Beast Wars, Transformers, its characters or anything else. Everything is property of their respective creators.

Beast Wars, Part 1

Milky Way Galaxy, Third Planet Circa 70,000 B.C.

Sunlight started to cast on the third planet of the Sol System. Calm and peaceful, it sat in space, undisturbed. The two moons orbited away from the sun allowing the rays to shine on the planet. Somewhere over the peaceful planet, the fabric of space began to warp. The intensity began to flux faster and faster until there was a brilliant flash. A dagger-shaped starship erupted from the warp. All of its dorsal cannons were firing back towards the warp. The fluxation of the warp suddenly became more and more intense until another wedge-shaped starship emerged from it, also firing all of its dorsal cannons at the fleeing starship. The first ship, known as the Dark Syde, banked and headed towards the blue planet below. A large mega cannon emerged from a hatch on the ventral side of the ship and fired a single shot.

The plasma bolt caught the chasing ship, known as the Axalon, on its starboard side. The blast cut through the shields and blew a large hole in the hull.

"Augh! Hull breach in Sector Seven!" shouted Starchaser, "Guidance systems failing!"

The interior of the ship began to flash red as the alarms started blaring and the cabin lights failed. The four robots within struggled to keep their heading straight.

"Oh man! Dis is fraggin' ridiculous!" complained Gasket, "We're an exploration ship, not a battle cruiser!"

"No choice!" commented Optimus Primal, "Our ship was the only one that could lock onto Megatron's warp signature!"

Starchaser's screen lit up with a flashing profile of the Axalon.

"Shields are doing a major fade!"

Optimus' screen flashed a warning. Growling to himself he turned to Charger.

"Plasma cannons to full power!"

The Dark Syde's cabin was plagued with the same problems as the Axalon. The ship's navigator, Dynobot, turned the captain.

"Their shields are down!" he roared, "Destroy them!"

The captain, Megatron, snickered at the idea. Switching off the main plasma cannon, he flipped a second switch to activate another set of cannons.

"Now where's the fun in that?" he said coyly, "A little torment I think first…Yes…Side guns!"

The Dark Syde's port panels opened to reveal the smaller cannons. The cannons fired, tearing holes in the side of the Axalon. Pressure began to decrease in the aft sections of the ship. Optimus Primal screamed as the ship rocked.

"Stasis hold is failing!" Starchaser yelled as he began to start the emergency sequence.

"We're goin' down," said Charger with a very solemn tone.

"Launch all pods!" ordered Optimus, "Get them into safe orbit!"

As the Axalon fell, it began to eject all of its stasis pods from the aft section of the ship. The pods began to take orbit safely around the planet as the Axalon continued to fall. In its descent the ship began to spin.

"All plasma cannons! Fire!" shouted Optimus.

The plasma cannons on top of the Axalon revealed themselves and began firing straight ahead. The spin of the ship brought it into direct line with the Dark Syde's cockpit and main drive line. The plasma ripped through the hull and knocked the engines off-line. Megatron roared in anger and defiance as the starboard wing of the Dark Syde was blown off. With its drive systems failing and one of its wings destroyed, the Dark Syde began to fall into orbit alongside the Axalon. Both ships entered the atmosphere turning into two spectacular fireballs. The Axalon continued its descent towards the eastern half of the closest continent. The Dark Syde fell towards the western half burning all along the way.

The Axalon crashed into the mountainous regions near the flat plains of the continent, coming to rest over a large canyon with a river at the bottom. Still burning white-hot from its entry into the planet's atmosphere and from several holes in the hull, the ship creaked as it finally came to rest. Optimus sat up from his control console and turned to Starchaser.

"Damage report," he requested.

"Believe me; you don't want to know,"

Optimus sighed to himself. "That's what I thought."

The Dark Syde had crashed into a volcanic region far from the plains. Its nose stuck in the ground sitting partially in the lava. The aft of the ship was sticking up into the air supported by boulders. Its port wing was bent almost perpendicular to the ship. Smoke was rising from the engines and several holes in the hull. Megatron ignored the damage to the ship and spoke directly to the computer.

"Navigation, is this the right planet?"

"Unknown. Course settings were accurate, but readings are inconsistent for those expected for intended destination," answered the computer.

"Never mind that. Tell me there is Energon here,"

"Confirmed,"

"Yes! The planet has Energon!"

"Too much Energon. Field readings are off the scale. Continued exposure to robotic forms will result in permanent damage."

"Damn!" growled Megatron, slamming his fist on his armrest. He thought for a moment. "Then we will create alternate forms based on the most powerful local creatures."

As if hearing Megatron like he was speaking directly to him, Terrain Chopper began to start up his computer, cackling to himself as he did. "Scanners activated!"

A scanning probe ejected from the top of the Dark Syde and extended a purple pulse. The flashing pulse swept for a few kilometers beyond the crevice that the ship was wedged in. A mountain that the beam passed over flashed as three different dinosaur skeletons buried deep inside were highlighted when the beam passed through them. Terrain Chopper observed the computer screen as the portrait of a long extinct tyrannosaurus rex skeleton appeared. The screen began to reconstruct the physical appearance of the dinosaur as the scanner probe continued to scan the area. A large wasp and a tarantula were scanned as predator and prey began their struggle. Off somewhere farther from the struggle, a black scorpion began to crawl towards its own meal, not even noticing the purple beam.

The Axalon extended a scanning probe and started a large yellow pulse scan over the plains. A few kilometers from the base, a young rhinoceros was scanned as it grazed. Turning away it started towards a greener field. A gorilla hanging in a tree paused as the beam passed over it and a large rat sitting on the branch near it. The Axalon's main computer screen flashed images of the animals as its beam continued to scan. A pair of cheetahs in the fields didn't even notice the beam passing over them. They just stretched and continued to doze. The beam retracted itself into the ship as the probe finished its scan.

"Scanning and replication of local life forms complete," said Charger, "You may emerge."

A cheetah inside the Axalon growled as it stretched its new legs. It observed its new form in the Cryonic Regeneration Chamber's reflective door.

"He-hey! Look at me!" it shouted, "I'm a cheetah! No, no…I'm; Cheetor!"

Inside the CR Chamber, Optimus Primal heard Cheetor excitedly describing his new form. "Hmmm…interesting."

"Interesting?" said Cheetor growling, "Optimus, the word is Spot-On smooth. Ooh, it's a crime."

"Eh, a bit tacky, but you never did have taste did you kid?" said Gasket from around the corner. A large gray and brown rat stepped out from behind the CR Chamber, "Now dis, DIS, is what class is all about. Call me; Rattrap."

"Oh yea? How's about I cut mieces to pieces?" challenged Cheetor.

The thudding footsteps of Charger's new rhinoceros form approached the two arguing animals.

"Ease back Cheetor," he said softly in his gruff voice, "Livin' large is for forms like me; Rhinox."

"Yea, and just consider yourself lucky I did'n get rough on yause," said Rattrap to Cheetor as she shook his paws as fists.

"Moderate your conflict circuits Maximals!" shouted Optimus as the door to the CR Chamber opened. A silverback gorilla stepped forward and observed the others in the ship's cabin. The other animals stood at attention as the gorilla stepped forwards towards the ship's main console.

"Remember, these beast forms are to protect us from the long term affects of the Energon out there," explained Optimus, "We may need Energon for power, but this is too much of a good thing." He stopped at the front viewport and opened the shield revealing the plains ahead of the ship.

"Our robot forms will start to short out after a few minutes exposure," he continued, "This is one unusual planet. Whatever it is."

"Or whenever," added Rhinox, "The Trans-Warp Drive can go through space AND time. We were locked onto Megatron's warp signature. We could be anyplace. Any time."

"Yes and our crew is orbiting the planet in those stasis pods we lost in battle," said Optimus, "They're protected from the Energon fields, but, it means Megatron has us outnumbered."

The Dark Syde's crew explored their new surroundings in they're beast modes. A large wasp and a red pterodactyl flew around the base perimeter observing as a giant black scorpion and purple tarantula crept about the base. A Velociraptor exited the base, clutching a large golden disk in his claws. Looking around, he snarled to himself as he observed the two moons orbiting the planet.

"No, no, NO! It's all wrong, this cannot be Earth!" he snarled, "Megatron, you failed. Not only did you fail to destroy the Maximals, you failed to bring us to the right damn planet!" Dinobot clenched his claws into a fist as he spoke "We stole the golden disk for nothing! You idiot!" He tossed the disk back into the entrance of the ship. It landed with a metallic clang as thunderous footsteps approached.

"I beg your pardon, Dinobot," said Megatron as he emerged from the ship. A large purple tyrannosaurus rex stepped into the light out of the ship's entrance. "What did you call me?"

"You heard. You are an idiot and an incompetent leader! And I am taking over," answered Dinobot, "Dinobot, Terrorize!" As his activation code was spoken, Dinobot's parts shifted and flexed, he transformed to his robot form. "I challenge you to a duel. The winner shall lead the Predacons, and the loser shall be destroyed." His Rotary Blade weapon spun in anticipation of his challenge.

"Ah, you're so impulsive Dinobot," said Megatron, "Brave, but misguided."

"Do you accept my challenge?"

Megatron turned away walking back towards the darkness of the ship. He chuckled to himself as he stopped and turned back towards Dinobot.

"There's more to being a leader than simple courage," explained Megatron, "Well, there's cleverness and cunning as well. Isn't that right, Scorponok?"

In the darkness of the ship, Dinobot had not seen Scorponok creep up behind Megatron. He transformed to his robot form and clapped his claws together. Dinobot's jaw dropped as Scorponok prepared his rocket launcher. Before Dinobot could react, Scorponok fired both missiles. The red rockets struck the ground in front of Dinobot and launched him into the air, far from the Dark Syde. Megatron smirked to himself and began walking back out of the ship.

"Loser. What does it matter which planet we're on? We came looking for Energon and this planet is rich with the element," he said mostly to himself, "Enough Energon to power the Predacons' entire galactic conquest. Only the Maximals could give us trouble now, if they survived the crash." He turned to his remaining troops. "Find them. And if you find them, destroy them."

Snickering to themselves, the Predacons separated and headed in the direction they saw the Axalon fall.

The Axalon's main lift descended to the ground. Rattrap was holding a large piece of metal scrap, grunting under the weight as he dropped it to the ground. Optimus and Rhinox were sorting other scrap beneath the ship.

"Oh man! All dis for a golden disk!" he complained.

Half ignoring him, half listening, Optimus was scanning the plains with binocular vision scanners. "It was Cybertron's most carefully guarded secret Rattrap," explained Optimus, "It gave the location of a major Energon source. That's why Megatron stole it."

Rattrap raised his arms defensively, but then placed them coyly on his chest. "Yea, like I care. Ya know, we was supposed ta be doin' deep space exploration," he said, "Playin' galactic patrol wasn't no where in my job description; ya know what I'm sayin'? You sure you're cut out for this commander gig?"

Optimus lowered his head and sighed. "Remember the Great War, Rattrap?" asked Optimus, "If the Predacons get enough Energon, they'll start it again. We can't let that happen." Optimus turned and smiled, speaking more cheerily. "Besides, you wanted exploration, and here we are on an unknown planet. What more do you want?"

"Well, call me picky, but a workin' space craft might be nice!" snapped Rattrap.

"Just no pleasin' some people," chuckled Optimus.

On the other side of the ship, the other lift descended with Cheetor hopping off about halfway before it touched the ground. He bounded up to Optimus and observed what Optimus had previously been looking at.

"Hey, check it," he said, indicating two cheetahs running side by side.

Optimus smiled and looked down to Cheetor. "They're fast all right. You chose a good form,"

"You think that's speed?" snapped Cheetor, "You ain't seen the golden rocket! Check this!" He took off running at full speed heading for the plains after the two cheetahs.

"Cheetor, no!"

Cheetor didn't hear Optimus shouting at him. He was too far away and going much too fast. Optimus quickly slapped his comm-link and opened the channel to Cheetor.

"Cheetor, return to base immediately! We don't have time for this!"

Cheetor continued to run, the wind rushing past him and the distance between him and Optimus garbled his comm to nothing but static. He crossed the small rock bridge over the tiny chasm not far from the base. Ahead was a barricade of boulders that, with a bound, Cheetor cleared easily.

"No good," said Rhinox, "The damn Energon fields mess up the comm-links. Anything over a hundred meters, they ain't worth scrap."

"Well, that's just prime," said Optimus.

"So, uh, dis your first day on da job or what?" asked Rattrap.

"Shut up Rattrap,"

"Oh yes sir!" snapped Rattrap; as he stood up to attention to mock Optimus. "I feel just heaps better knowing our lives are in your capable hands." He let his shoulders slump and sighed. "We're all gonna die."

Cheetor finally caught up to the two cheetahs running across the plains. He growled to catch their attention. The cheetahs, keeping their pace, turned to face Cheetor.

"The name's Cheetor. What's shakin' cats?"

The two cheetahs' jaws dropped as they saw the speaking cheetah. Increasing their speed, the cheetahs took off faster than before to get away from the thing that frightened them. Cheetor skidded to a stop in confusion as he watched the other two run.

"What? Is it my breath? Hey, wait!"

He started back after the cheetahs hoping to catch up with them. He ran after them as fast as he could, until he saw them stop. The two cheetahs looked upwards at a gigantic wasp as it buzzed overhead. The two cheetahs growled and swiped at the wasp. With another huff, Cheetor finally caught up to them. Finally ignoring the wasp, they ran off once again.

"Hey wait! It's just a big bug!" shouted Cheetor after the two cheetahs. "Wow, the way those two reacted, that's no natural life form. And if we're talkin' unnatural life forms, we're talking about just one thing: robots in disguise! Cheetor, Maximize!"

Cheetor leapt into the air, did a flip, and transformed into gold and blue robot mode. Landing on his feet and pulling his quasar cannon, Cheetor pulled back the hammer, cocking the weapon.

"Time for this cat to pounce!" he said as he opened fire on the wasp.

Dodging the blasts the wasp began to buzz to himself, revealing Cheetor's assumption as the Predacon Waspinator. "Wazzpinator under attack!" he buzzed, stretching his 's' to a long 'z' sound, "Wazzpinator engage enemy. Wazzpinator, Terrorizzze!"

In the air, the giant bug flipped and unfolded himself into his robot mode. He pulled his stinger gun and began returning fire. Cheetor somersaulted out of the way and kept firing his blaster back at Waspinator. Waspinator flipped through the air and fired his optic lasers driving Cheetor back. Cheetor dove behind a rock for cover.

"This isn't good."

Back at the Maximal base, Rattrap was observing the battle off in the distance.

"Uh oh,"

Before he could say another word, Optimus swept him up in his hand. The two of them rode atop Rhinox, headed towards the battle.

"Move, move!" ordered Optimus.

Cheetor fired his quasar cannon trying to drive Waspinator back. The blasts missed Waspinator, who spun around and returned fire. Cheetor rolled again, fired his cannon, and then it suddenly stopped. The quasar cannon had seized up.

"Oh frag," he said to himself. He pumped the trigger. It only clicked. He pulled himself to his feet and started to run as fast as he could. "Come on! Come on!"

The other Maximals continued running towards the firefight. They crossed the rock bridge and came up to the barricade of boulders that Cheetor had cleared by leaping.

"Hey, heads up! Roadblock!" shouted Rattrap.

"Veer left!" instructed Optimus, "There's a clearing about a hundred meters!"

Rhinox ignored Optimus' command and kept charging forward. Optimus and Rattrap both covered their optics in anticipation of a crash. Rhinox plowed right through the boulders without stopping or slowing. Optimus and Rattrap slowly uncovered their optics to see that nothing had happened.

"Ah yes, silly me," said Optimus, smiling to himself.

Cheetor kept dodging Waspinator's fire as he tried to climb an embankment trying to gain higher ground on Waspinator. His quasar cannon was still jammed up, and try as he might, he still couldn't get it to reload. One of Waspinator's stinger rockets caught Cheetor off-guard and launched him into the air. Like a true cat, he landed on his feet back down in the crevice. Slapping his gun he growled to himself.

"Damn good time for a quasar jam!"

"Cheetor!" shouted Optimus from the top of the embankment, "Get to cover, we'll swat that pesky Predacon!"

"Oh, I would not count on that, Maximals, no," remarked Megatron from the other side of the embankment. "For I believe you are about to have, how shall I put it? Difficulties of your own. Yes."

The other three Predacons flanked Megatron, completing the team of five. Waspinator, still in his robot form, buzzed over to join his comrades in arms.

"We don't have to do this Megatron," said Optimus, "There has been peace between the Maximals and Predacons for centuries. Why start this up again?"

"Peace, perhaps on your side Maximal scum, yes. But not on ours," Explained Megatron, "Permit me to inform you that an enemy which appears to be peaceful, may be merely, biding its time."

Down in the crevice, Cheetor growled again and yanked hard on the hammer of his quasar cannon. The weapon finally cocked and loaded another cell into its chamber.

"Finally!"

"We Predacons have never abandoned our rightful goal of galactic conquest, no," Megatron continued, "We have merely been waiting for the right moment, to strike!"

Cheetor stepped out from behind the boulder where he was hiding. "You mean like this!" He fired his quasar cannon, hitting Megatron directly in the bottom corner of his jaw. He grunted as the quasar blast exploded making him take a step back.

"Cheetor!" shouted Optimus in complete surprise.

"Ah, a treacherous underhanded sneak attack," said Megatron cheerfully, "Oh, I like you, Pussy Cat, yes." He twitched the digits on his small arms almost in glee. "But it shall avail you not, no. For now, the power gauntlet has been cast. Predacons, Terrorize!"

Optimus cringed at the word, and commanded his troops likewise. "Do it! All units, Maximize!"

"Tarantulas, Terrorize!" said the large purple tarantula. He shifted parts and converted himself into a purple and green robot with claws for hands and spider legs on his arms.

"Rattrap, Maximize!" shouted Rattrap. His body unfolded revealing his copper robot parts.

"Scorponok, Terrorize!" said Scorponok, he clicked his claws, transforming to robot mode.

"Rhinox, Maximize!" Rhinox lowed loudly as his body converted to his green-armored robot mode.

"Terrorsaur, Terrorize!" cawed the red pterodactyl. He flipped around in the air, landing on his feet unfolding into his silver robot mode.

"Megatron, Terrorize!" roared Megatron. His parts shifted into his black-armored robot form with his tyrannosaur head on his right arm and his tail on left arm as a giant claw.

"Optimus Primal, Maximize!" shouted Optimus, as he jumped into the air, folding apart into his red and white robot mode.

Megatron sized up the Maximals and raised his left arm. "Now, obliterate them!"

The firefight began. Terrorsaur and Waspinator paired up and began firing at Cheetor from the air. Megatron, Tarantulas and Scorponok fired directly at Optimus, Rattrap and Rhinox. Firing wildly, Rattrap dove behind a boulder for cover. Rhinox pulled his weapon and ducked down with Rattrap. Optimus fired a few pot shots, from his arm cannon and joined his comrades. Cheetor scrambled back up the embankment trying to reach cover with his comrades, but a stray blast from Waspinator stopped him and sent him crashing back down into the crevice. When he landed, a rock toppled over pinning his leg. He growled trying to free himself, to no avail.

"I-I'm stuck!" he shouted. Turning as much as he could, he fired a few pot shots trying to fend off the Predacon fliers. He kept firing as best as he could waiting for help.

"Rattrap, help Cheetor," instructed Optimus, "We'll cover you!"

Rattrap ducked under another blast. "Yea, right!"

"That's an order Rattrap!"

"Yea? And you can just kiss my skid plate, Fearless Leader," snapped Rattrap, "Cause I ain't goin' out dere and getting' my pelt punctured!"

Optimus growled in frustration. After pausing a second, he stepped out from behind the boulder and fired off two pots shots, and fired his jets, launching himself into the air. Optimus jetted down into the crevice, taking grazing shots as he flew. His mind was set on rescuing Cheetor; he wouldn't let anything stop him. Cheetor saw Optimus headed for him, he started firing a little more controlled to avoid hitting Optimus. Finally a blast from Megatron caught one of Optimus' jets and hindered his flying, though he managed to stay airborne.

"Optimus!" shouted Rhinox.

"See? Told ya!" shouted Rattrap.

Optimus managed to flip in mid-air and land hard on his feet next to Cheetor. Wasting no time, he blasted the rock off of Cheetor's leg and helped him to his feet.

"Do not let them escape!" roared Megatron.

The Predacons began to increase their assault at Megatron's order. The blasts began to chip around the boulder Rattrap and Rhinox were behind. Finally, Rhinox grabbed Rattrap by his neck and lifted him up.

"Hey, hey! Let go you big bulldozer!"

"Cover fire. They need it. We give it."

Rhinox stood, still holding Rattrap, and revealed his chain gun. Rattrap began firing his rifle along side Rhinox's torrent of bullets from his weapon. The Predacons' assault finally began to falter as they took fire from the Maximals. Tarantulas ducked behind a rock, but stood and kept firing his spider-leg machine guns on his arms. Scorponok stood tall next to Megatron still firing his rockets, until a barrage from Rhinox caused him to fall back.

"Stop them!" ordered Megatron. He stopped firing his laser cannon and fired his hip-mounted missile launchers. "Stop them!"

Optimus and Cheetor managed to climb out of the crevice, still firing at the fliers, and started running.

"Back to the base! Go!"

Rhinox and Rattrap kept firing, but started to back away keeping their weapons focused on the Predacons.

"No, after them, you fools!" roared Megatron, "After them!" The Predacons started to follow the Maximals, until Waspinator began surging with energy, and dropped to the ground right in front of Megatron.

"Wazz…pinator, cannot…cannot…" buzzed Waspinator as his body shorted out.

"Waspinator, what are you…Aaahh!" shouted Megatron as his body began surging with energy as well. Soon all five Predacons began to surge with the same energy. "Energon…field…build up! Convert back to beast mode, now!" As quickly as his grinding joints would allow him, Megatron transformed back into his beast mode, stopping the surge.

The four Maximals slowly made their way back to their base. After having converted back to beast mode, Optimus and Rattrap rode atop Rhinox while Cheetor trailed behind them to watch for Predacons. Optimus reached behind himself and grabbed Rattrap by the scruff of his neck, pulling him into his line of sight.

"Hey! What's got your servos bent?" asked Rattrap, dangling from Optimus' fingers.

"Let's get one thing straight Rattrap," growled Optimus, "I am leader of this group, and when I give an order, I expect it to be obeyed!"

"Oh yea? So I get vaped, because you're too chicken to go yourself?

"I would never give an order I wouldn't be willing to do myself! But I was capable of giving you better cover fire, you were not." Sighing, he tossed Rattrap back up onto his back.

"Eh, come on. What are ya shortin' about? We got outta there alive didn't we?

"But injured, it'll take time for our beast forms to infect internal repairs,"

"Yea well, better you than me,"

Cheetor finally caught up with the other Maximals to give his report.

"I think we gave 'em the fade Big Bot,"

"Good, but keep your sensors on full. According to the golden disk theft reports, there were six Predacons. One of them was missing from the battle,"

"Yea, well, maybe he was destroyed in the crash," commented Rattrap.

"That kind of luck we ain't been getting much of lately," said Rhinox.

"Tell me about it, look!" said Cheetor pointing with his paw towards the bridge over the chasm.

A large Velociraptor stood blocking the Maximals path over the bridge back to their base. He smirked as they approached. Optimus hopped off of Rhinox's back and slowly approached the Predacon.

"Should we blast 'im?" asked Rhinox.

"Keep that option open, but, hang on," answered Optimus still approaching the Predacon. He stopped about halfway across the bridge and looked the Predacon straight in the optics.

"Attention, Maximals! My name is Dinobot!" shouted the Predacon, "I have left the Predacons to join your group, as leader."

"What? Did I hear the word 'leader'?" asked a surprised Cheetor.

"This guy's got ball bearings of chrome steel," remarked Rhinox.

"I, hereby, challenge you, Optimus Primal, to a one on one battle," Dinobot informed the Maximals, "The winner, shall lead the Maximals, and the loser, shall be destroyed."

Optimus and Dinobot stood toe to toe on the bridge, staring into each other optics as the other Maximals looked on.

To Be Continued…

Author's note: This is my attempt at writing a Beast Wars "novelization". It will follow the show's main storyline with a few additions to certain "episodes". I have chosen to model it after a young adult graphic novel, so there will be some English swearing in addition to the Transformers own version of swearing and adult references. It will also feature a few unique stories of my own writing. I hope you enjoy this "novelization" of the Beast Wars.

Please R&R.