Cheetor quietly opened the door to his quarters and peeked out. No one around. Good. It was the middle of the night, and the rest of the Maximals were all sleeping. Optimus had ordered them to bed after a long day's work doing repairs. The Predacons had caused trouble the day before, and the Axalon had been looking a little worse for wear after the attack. It had taken a full day to repair all the damage. Cheetor knew that he should have been tired, but he was feeling a little restless again, and he thought that a midnight run might do him some good.

He slipped out into the hallway and closed the door behind him. He knew that Rattrap was on night duty, but Rattrap had a tendency to fall asleep on the job when he thought nobody was watching. Now if only he's asleep tonight…

A quick look around the corner confirmed that Rattrap's eyes were closed, his arms behind his head and his feet up on the console. Cheetor laughed inside. If Big-Bot only knew! Oh well, all the better for me. I wouldn't dare try this if Dinobot was on duty. Cheetor sneaked past Rattrap and activated the lift. It made a noise, and Rattrap stirred a little. Cheetor froze, but Rattrap simply shifted his position and went back to sleep. Breathing a sigh of relief, Cheetor stepped onto the lift and rode it down, out into the fresh night air.

Rattrap opened one eye. Seeing that Cheetor was gone, he sat up and checked the monitors. Yup, there he goes, out fer another one o' his little "midnight strolls". Boy, that kiddo really thinks I'm a sucker, don't he? It wasn't the first time the kid had sneaked out in the middle of the night. Nearly every time Rattrap was on night duty, he would see Cheetor exit his room, believing he was doing so in secrecy. Rattrap would pretend to sleep while Cheetor was on the bridge, and then track him once he left to make sure he was safe. As far as Rattrap could tell, all the kid did was run around for an hour or so. He would return to the base before Rattrap's shift was over, tired and out of breath, and go straight to his quarters and fall asleep. Rattrap found this whole charade rather amusing, but it wasn't like he was going to tattle to Optimus, and he knew that Cheetor wouldn't do it if he thought that Rattrap knew. What do I care? As long as he's not gettin' into any trouble. 'Sides, the kid has too much energy anyway. Rattrap watched Cheetor's energy signature on the monitors as it sped away from the base.


It felt good to run. Ever since he had gone Transmetal, Cheetor's turbojets had been the more convenient mode of transportation. Well, much more than convenient. They were amazing! Cheetor loved to fly, but sometimes he missed the pleasure of a simple run. As an ordinary cheetah, he used to sneak out in the night to run and to try to make friends with the other cats. They had just begun to warm up to him when he had changed to a Transmetal. The cats were unsure of his new form, and he had had to practically start all over again to win their trust. He had come a long way with them, and although they refused to get too close, they would sometimes accept his invitation to go for a run. However, it had been a while since Cheetor had been able to sneak out. He had had to wait until there was a quiet night, with only Rattrap on the night shift. Luckily, he could always trust Rattrap to be asleep. All he had to do was make it back before Optimus took over the shift. Not a problem for this fast cat!

The cats were in their usual spot under the trees, resting. Cheetor wondered if maybe they had been waiting for him. He meowed at them and one of them meowed back. He had learned not to speak to them; it was not the "cat" thing to do, and they wouldn't understand him anyway. One of the cats stood up, cautiously sniffing him to be sure. It then took a swing at him in a playful challenge. Cheetor jumped back and the cat took off running. He gave chase, feeling the wind in his ears, with not a care in the world.


"Maximal signature detected."

Tarantulas looked up from his dinner. A Maximal? What was one lone Maximal doing so far from his base in the middle of the night? Tarantulas finished the last of his feast and walked over to his console. The computer showed the Maximal signature moving quickly along the ground, fairly close to his lair. Tarantulas stared at the screen. What was this Maximal doing? It sped erratically across the landscape, changing direction every so often, sometimes even running in circles. Judging from the land speed, there was only one Maximal it could be…

Tarantulas transformed and began to work fast. This was just the Maximal he needed. No one would suspect him until it was too late. Now if only he could get everything ready before the Maximal left.


Panting, Cheetor stopped for a breather. The other cheetah was fast, and Cheetor was getting tired. He sat down on a rock, and the cat stopped a short distance away. They both lay there for a while, catching their breath. Cheetor found himself almost nodding off when suddenly the cheetah jumped to its feet, sniffing the air. It began to growl and then took off.

"Hey, what's wrong?" Cheetor called after it. It was only then that he looked around and realized that he was in unfamiliar surroundings, far from Maximal territory. Whoops, not good, he thought. Fast cat, you've gotta start paying attention to your surroundings. Cheetor also rose and sniffed the air, hoping to catch the scent that had frightened away the other cat. He knew that he should leave as well, but curiosity got the better of him. Staying low to the ground so he could hide himself in the rocks, he circled the area slowly, wishing his senses were as highly developed as those of the real cheetah.

Mentally controlled by Tarantulas, the tiny arachnoid scuttled up the small burrow and slowly moved aside the small rock in front of Cheetor's feet. Intent on sniffing the air, Cheetor was not watching where he was going. The arachnoid pushed the small, needle-like device Tarantulas had created onto the ground right in Cheetor's path. It then slid the rock back into place and Tarantulas returned his attention to his console, where he could observe the Maximal through his security cameras.

Cheetor thought he had caught the scent for a moment, but it was gone before he could even identify it. He took another step forward. "Yeowch!" he cried, jerking his paw back. Guess I must have stepped on something sharp, he thought. His paw stung for a few nanocliks, but the pain didn't last. Cheetor suddenly realized that he had not checked the time in a long while. He did so and realized in a panic that it was less than a megacycle until Optimus went on duty. Geez, I'd better get going! There was no time to run back; he would have to fly. Hoping there weren't any Predacon scouts around, he fired up his jets and took off towards the Axalon.


Back in his lair, Tarantulas laughed. This was perfect! That stupid feline didn't even realize what he had "stepped into". The monitor showed that his bug was making its way through the Maximal's body, towards his core processor. And once the Maximal went to sleep, Tarantulas would have complete control. For now, there was nothing to do but wait.


Cheetor landed softly near the Axalon. He checked the time and breathed a sigh of relief. Optimus would not be taking over the shift for more than half a megacycle yet. Now if he could only get back in without Rattrap seeing him

He went pretty far. He's a little late this time, Rattrap thought. Oh well, better play my part. He leaned back, got comfortable, and closed his eyes. Sure enough, the lift was activated, and Cheetor rode back up into the base. Rattrap heard Cheetor pause. Just makin' sure I'm sleepin' on the job, eh, kitty cat? Satisfied, Cheetor softly crept off the bridge and towards his quarters. Rattrap had to give the kid some credit—he was pretty good at sneaking around. In beast mode, Cheetor could be almost noiseless. Not good enough, though. Nobody gets past me wit'out me knowin'. Rattrap yawned, deciding to stay in his comfortable position. Only 'bout a half a megacycle left. Nobody'll know if I rest my eyes a bit…


Once Cheetor was sure he was safe, he maximized. Exhausted, he was afraid he would collapse before he even reached his quarters. Well, he had certainly gotten rid of all his restlessness. Once inside his room, he fell onto his bed, his eyes already going dark. He stayed awake just long enough to say his little prayer, the one his creators--- his parents--- had taught him. It had been one of the few things that he had remembered about them after they died. Now I lay me down to sleep…


Tarantulas chuckled with glee. The Maximal had finally gone to sleep. His device was safely attached inside the Maximal's head, and Tarantulas linked himself to it using a VR visor. The connection would allow his consciousness to actually enter inside the Maximal's core processor. But this was not quite the psychic link he had had with Blackarachnia; he needed the Maximal's consciousness suppressed by sleep so that he could tell the subconscious what to do. The result would be something like a hypnotic trance.

The first connection would be the most difficult. Tarantulas looked around inside the Maximal's core processor for something that he could use as an entrance; something that would allow him to take control whenever the Maximal was asleep. He suddenly found it, the last thought that the Maximal had had. It was an old human prayer. Tarantulas laughed aloud at the simplicity of it. Well, what did I expect from such a child? He entered the prayer as a code into his device before it disappeared. This was almost too easy!

So, little Maximal, you are now mine! Now, there is something we have to do. Remember your little prayer? Here's a new one:

Now as you lay down to sleep,

Into your innocent mind I'll creep.

Then under my control, though not awake,

Your precious leader's Spark you'll take!


Back at the Axalon, Cheetor's eyes flickered and he sat up.

With his visor, Tarantulas could see through the young bot's eyes. Cheetor got up and walked to the door. Now, we need to find Optimus Primal's quarters, Tarantulas told the sleeping Cheetor. He did not know his way around the Maximal base, so once in the hallway, Tarantulas had Cheetor check each door to find the right one.


Rattrap opened his eyes. Movement on one of the monitors caught his eye, and he sat up to get a closer look. What's he doin' now? Rattrap asked himself, as he watched Cheetor wandering the hallways, checking the doors to the different rooms. Geez, ya'd think he'd had enough for one night! However, upon a closer look, Rattrap realized that there was something odd about the way that Cheetor was moving. He walked slowly, stiffly, as if he didn't know where he was going. And the way he was checking all the doors… there was definitely something suspicious about all this. Rattrap kept a close eye on Cheetor as he stopped in front of the door to Optimus's quarters, opened it, and stepped inside. Definitely weird, Rattrap thought. He decided to go find out for himself what was going on.


There he is, Tarantulas told Cheetor. Oh, this was too easy indeed! You know what you have to do now. Cheetor put his hands together, aiming his hand-laser weapon at the sleeping Optimus's chest. A direct hit at point-blank range would certainly result in the destruction of his Spark. Tarantulas prepared to have Cheetor fire, enjoying the moment.


Optimus' alarm suddenly went off, waking him. He yawned. Time to relieve Rattrap, he thought, opening his eyes. What he saw didn't quite register at first. Was that Cheetor standing over him? Aiming his weapon at him?! "Cheetor, what are you doing?" Optimus asked, but the young bot didn't answer. He did, however, squeeze the trigger of his weapon, firing a blast directly at the Maximal leader.

His instincts kicked in, and Optimus rolled clear, avoiding the shot just in time. His bed was blasted to pieces. "Cheetor, stop it! What's gotten into you?" Optimus cried. But Cheetor continued to fire on him. Optimus leaped around the room, barely evading the blasts in the confined space of his quarters. He didn't want to fire back. His weaponry was much more powerful; at this close range it could very well kill Cheetor. But he couldn't reach his door, and Cheetor kept attacking.


The sound of laser fire made Rattrap move faster. He ran to Optimus's quarters, his gun cocked and ready. What the slag was going on? What was Cheetor doing in there? Upon reaching the door, Rattrap saw that the sound had also awoken Dinobot.

"What is going on? Are we under attack?" Dinobot shouted.

"I dunno what's goin' on! As far as I know, da only ones in dere are Cheetor and da Boss-monkey! Dey can't be fightin'…can dey?" Rattrap hesitated, but decided that it would be better if he went in first. There was no telling what Dinobot might do. He opened the door, and was shocked at the sight before him. Cheetor was indeed attacking Optimus. The walls were covered in holes and burns where Cheetor's blasts had missed. Rattrap couldn't help stopping to stare as Dinobot shoved his way past him into the room.

"Rattrap! Dinobot! Stop Cheetor…" Optimus shouted at them.

Dinobot snarled and raised his sword.

"…Without hurting him!" Optimus added quickly. "We don't know why he's doing this!" He leaped again as a shot flew over his shoulder, barely missing him.

Dinobot sheathed his sword and went towards Cheetor to grab him. Cheetor turned, and upon seeing him, suddenly threw himself at Dinobot, knocking him to the ground. Dinobot struggled with him, but he was not used to dealing with an opponent that he was not supposed to harm. One look into Cheetor's eyes revealed that there was only blankness there, and Cheetor seemed to be attacking with a mindless rage. He actually managed to land a couple of punches. Angered, Dinobot snarled and his eyes began to glow green as he prepared to fire.

Luckily, he never got the chance. Cheetor suddenly ceased his attack and collapsed limply on top of Dinobot. Dinobot shoved him aside and looked up. Rattrap stood over him, still holding his blaster like a bat. He stared down at Cheetor, shaking his head. "Sorry to have to do this to ya, kiddo," he said.

"You didn't have a choice, Rattrap," Optimus said. He looked around at his quarters, which was in a shambles. "Any ideas on what caused this?"

Rattrap and Dinobot both shook their heads. "As far as I know, he should've been asleep by now," Rattrap said. "So what do we do with him?"

"I guess we had better put him in a holding cell until we can get this sorted out," Optimus replied, a strangely sad and disappointed look on his face.

"He tried to destroy you! He is a traitor!" Dinobot growled. "We should—" He stopped upon seeing the looks on Optimus' and Rattrap's faces. "Agreed," Dinobot finally hissed grudgingly. He picked the unconscious Cheetor up roughly and dragged him off to the cell.

"Get some rest, Rattrap," Optimus said. "It's my shift now, and I suppose we should wake the others. I'll have one of them keep an eye on Cheetor."

"Actually, I'll take that watch," Rattrap replied. He was feeling a little responsible. What if something had gotten to the kid while he was out on his midnight run? If Rattrap had stopped him from going out, maybe this could have been avoided. "If ya don't mind. I'm not tired, anyway."

Optimus raised an eyebrow, wondering why Rattrap would be opting for extra work over taking a rest, but he didn't press the matter. "All right," he said, "but let me know as soon as he awakens."


Tarantulas ripped off the visor and threw it down in disgust. He had been so close! If Optimus hadn't awoken just then, he would surely have destroyed him. He could have had him anyway, since Optimus was afraid to retaliate on his young friend, but the other Maximals had arrived and interfered. And once Tarantulas had seen that traitor Dinobot, he had not wanted to pass up the chance to try to destroy him. But the young Maximal's body was less than adequate for handling such a task. Tarantulas had enjoyed Dinobot's attempt to fight back without harming the Maximal. But someone had hit him from behind, and the body fell unconscious, shutting Tarantulas out. Now he had lost his chance to destroy Optimus secretly.

Oh well, what does it matter? I will still have control every time the Maximal falls asleep, and I'm sure they won't lock him up forever. There will be other chances. Tarantulas sighed and set his computer to detect whenever the Maximal said his nighttime prayer. Until tomorrow night, then. He settled back to his other tasks, namely building a web to catch his next meal.


Cheetor awoke with a start, feeling slightly panicked. He had the fleeting feeling that he had just had a nightmare, but the memory was gone. He groaned. Why did he feel so strange? And why had he awoken with such a whopping headache?

He opened his eyes, suddenly realizing that he was lying on the floor instead of his bed. And this wasn't his room! Where was he? He sat up and looked around. Glowing red bars surrounded him. A holding cell? What the slag was going on here? Had Predacons captured him while he was sleeping? Cheetor took a closer look past the bars and realized that someone was standing outside. Rattrap?!

"Rattrap? What's going on?" Cheetor asked.

Rattrap didn't answer. He turned aside and spoke into his comlink. "Hey, Fearless Leader. He's awake."

"I'll be right there," Optimus responded.

"Rattrap, come on!" Cheetor said. "Tell me what's going on!"

"Maybe you should tell us," Rattrap shot back.

Cheetor was confused. What did Rattrap mean? He had woken up here! The last thing he remembered was getting back into bed after a refreshing run with the other cats… Uh oh, wait a minute. Cheetor groaned inwardly. Rattrap knew. He knew that Cheetor had gone out, and was now trying to teach him a lesson. That must be it. There was no other explanation. Cheetor got up and stepped towards the bars. "Okay, ha ha. Nice joke. I've learned my lesson. Can you let me out now?"

Rattrap stepped back away from the bars, staring back at Cheetor with one raised eyebrow. He didn't answer.

Cheetor began to get worried. He didn't like being enclosed like this. He touched the bars, and yelped as they gave him a shock. "Come on, Rattrap! Joke's over! This isn't funny any more! Let me out! Please!"

But Rattrap ignored him. Cheetor looked past him and saw that Dinobot was heading towards them. He called out to him. "Hey Dinobot! Rattrap's pulling some kind of joke on me! How 'bout some help, huh?"

Dinobot angrily strode up to the bars. "You think this is a joke?" he snarled. He grabbed at Cheetor through the bars, and Cheetor was forced to jump back to avoid his claws. "After what you did last night…"

"I didn't do anything!"

"Dinobot, stand down!" Optimus commanded, arriving with Silverbolt and Rhinox.

Cheetor gave a sigh of relief. Optimus was here. He would let him out, and everything would be fine. "Big-Bot! Boy, am I glad to see you! Let me out of here, huh?"

"Maybe after you explain to us what exactly happened last night," Optimus replied.

Oh, man! Optimus knew too? Cheetor knew he was in trouble now. He had disobeyed orders and sneaked out. There was no getting out of this one. He sighed. "Big-Bot, I'm sorry. Look, I know what I did last night was wrong, but I hardly think it's worth locking me up…"

"Not worth it?!" Dinobot roared. He started towards Cheetor again, but Optimus stopped him. Dinobot tried to push past Optimus. "You should be destroyed for your actions last night!"

Cheetor suddenly got the feeling that they weren't talking about the same thing. "I only went out for a run! I didn't think it would cause so much trouble! I'm really sorry! I promise I'll never do it again!"

The others stared back at him in silence for a few moments, until Optimus finally spoke. "You… went out for a run? That's really what you think this is about?"

Cheetor was even more confused. "Isn't it? Did something else happen last night?"

"I'd say so," Optimus replied dryly. "You don't remember doing any of it?"

"Don't remember what?" Cheetor cried, raising his voice in frustration. "What did I do?"

"You tried to off the Boss-monkey, that's what! I had to knock you out to stop ya!" Rattrap shouted back.

Cheetor's features darkened. "That's not funny, Rattrap."

"You're right, kiddo. It sure ain't."

Optimus stepped between them. "Cheetor, maybe you should tell us what exactly you do remember."

Casting a glance at Rattrap and hoping that this would not get him into too much trouble, Cheetor explained that he had sneaked out for a run with the cats, come home, and then went directly to sleep, only to wake up in a holding cell.

"So you managed to sneak past Rattrap? Twice?" Optimus asked. He gave Rattrap a look.

"Uh, the kiddo does this every once in a while," Rattrap explained. "I always just let 'im, when he thinks I'm asleep. I never thought anythin' would happen! I always knew where he was! 'Sides, we have no idea that these things even have anythin' to do with each other! He got up again after he'd gone back to his quarters!"

Cheetor was surprised to hear that Rattrap had known all along. And here I thought I was so good at it… But he didn't care about that now. He was thoroughly dismayed at the thought that he might have done something to try to harm Optimus. There must be some explanation…

"I was really tired when I got back!" Cheetor said. "I went straight to sleep!" He suddenly realized something. "But I think I had a nightmare…"

"Do you remember anything of it?" Optimus asked.

Cheetor shook his head. "No, nothing. All I know is that I'm pretty sure I had one."

"Perhaps he was… sleepwalking," Silverbolt offered.

Dinobot snorted. "Trying to destroy his commander in his sleep? What a pathetic excuse." He turned to Optimus. "You cannot be considering accepting this---"

"It is possible," Optimus interrupted. "That time when our beast modes began to take over, all of us ended up sleepwalking. Some of us ended up sleep-hunting." He gave Dinobot a pointed look. Dinobot cleared his throat and looked away.

Optimus turned back to Cheetor. "You are absolutely certain that you don't remember anything else? You are telling the truth?"

Cheetor hung his head. He couldn't believe that he had done such a thing, even if it was only in his sleep. "Big-Bot, you know I would never do anything to hurt any of you! It was some kind of freak accident! I'm so sorry! Please believe me!"

"All right," Optimus said. He shut off the bars.

"You are setting him free?!" Dinobot growled. "'Sleepwalking' or not, he is dangerous!"

"Dinobot, just let it go," Rhinox warned.

As Cheetor exited the cell, Dinobot stepped into his way. "I will be keeping my eye on you," he snarled, poking Cheetor hard in the chest. Then he turned and stalked away.

Cheetor shrugged it off and turned to Optimus. "Thanks, Big-Bot," he said, with a sigh of relief. "It sure feels good to be out of there. And I really am sorry. Is there anything I can do?"

"Well, I suppose you could start with helping me clean up the mess you made of my quarters last night!" Optimus replied.

The Maximals chuckled and each went to their daily duties.


Exhausted, Cheetor trudged towards his quarters. What a day! He had been shocked at the state of Optimus' quarters, unable to believe that he could possibly have done all of it. Optimus' bed was in pieces, some of his personal items were shattered, and there were holes and scorch marks all over the room. Even though the others had pitched in a bit when they weren't on duty, it had still taken many hours to get the job done. But at last the quarters were livable, and Optimus had finally dismissed Cheetor.

Silverbolt had followed him to his quarters.

"I don't need anyone to tuck me in," Cheetor grumbled.

"Optimus asked me to keep guard outside your room tonight," Silverbolt replied. "Just in case. You know it is simply a precaution. I'm sure everything will be fine."

Cheetor sighed. I guess I deserve it. "Right, whatever," he said, entering his quarters and closing the door behind him. Once inside, he practically fell into bed. For someone who slept for half a solar cycle, I sure am tired, he thought. For a moment he was almost afraid to go to bed, but he reminded himself that the events of the previous night had been a freak occurrence. It'll never happen again. What could be the odds? Nothing's gonna happen tonight. With that thought to reassure him, he lay down. Mentally saying his nighttime prayer, he allowed himself to relax, and soon he was asleep.


Tarantulas' computer informed him that his Maximal "ally" had said the code that activated his bug. Tarantulas dropped what he was doing and hooked himself up to the visor, hoping for a second chance to complete his mission. Now if only the Maximals hadn't locked up their little friend…

Tarantulas connected and settled in to take control. Before he opened Cheetor's eyes, the world was blank and dark around him. It almost made him wonder what happened to the Maximal's consciousness while he was in control. Oh well, time to get down to business.

Hey, what's goin' on?

The voice made Tarantulas jump. Who--? He looked around in the darkness and saw Cheetor standing a little ways away from him, looking bewildered. The Maximal noticed him at the same time.

Tarantulas?! What the---?

Tarantulas had not known that the cat would be able to see his consciousness as well. He realized that he had connected too soon; Cheetor wasn't completely asleep yet. He had to take control quickly. If the Maximal recognized him now and woke up, this would all have been for nothing. Go away, Maximal. Go back to sleep. This is only a dream.

Cheetor looked around, still confused. A dream…What are you doing in my dream?

Mind your own business, Maximal. There is nothing you can do to stop me.

Cheetor suddenly realized that this wasn't really a dream. It didn't have the look or feel of any of his other dreams, even the nightmares. Something was really wrong here. No, this isn't a dream! You…you're in my head! What do you want?

I'm just going to… borrow you for a little while, pussycat. So just sit back and enjoy the ride. In his lab, Tarantulas commanded his computer to increase the power on the device to allow himself more control.

Inside Cheetor's head, blackness began to envelop Cheetor's consciousness, cutting him off. He tried to fight against it. No! You can't do this! Let me out! But soon he was completely covered, and Tarantulas took control.

That was too close. I will have to be more careful from now on, Tarantulas told himself. This had not happened last night. Oh well, spilt oil. I will ensure that the Maximal will remember nothing of it once he awakens. He set himself to his mission.


Cheetor opened his eyes and Tarantulas looked around. He recognized the Maximal's quarters from the previous night. Of course. The Maximals would never lock him up. They trust him too much. They probably think that last night was some sort of accident. He chuckled to himself and told Cheetor to get up and go to the door.


Silverbolt yawned. Standing guard like this was boring. He caught his eyes closing and forced them open again. I must stay awake! Optimus ordered me to stand guard, and that is what I shall do. Silverbolt still could not believe that Cheetor could have attacked Optimus. He could easily see that the young bot idolized the Maximal commander. How could he have tried to hurt him? Cheetor could not be capable of such an act! The only explanation was sleepwalking. But if it happened again tonight, he would not get far. Silverbolt was on the job.

A sudden noise startled him and he whirled. Cheetor was standing in his open doorway. "Cheetor? What is it?" Silverbolt asked. Cheetor turned towards him, seeming as surprised as he was.


Tarantulas opened the door and suddenly found himself face-to-face with a Maximal. He was startled for a moment at being so close to him, but he remembered that he was in possession of a Maximal body. This was that stupid white knight of a Maximal, Silverbolt. He would never try to harm his young friend. Tarantulas smiled and prepared to do something he had always wanted to do ever since he had first seen this sickeningly noble Maximal.


"Cheetor?" Silverbolt asked again, but Cheetor didn't answer. Instead he looked straight up at Silverbolt, and with a strange smile, he hauled back and punched him hard in the face. Silverbolt was completely unprepared and crumpled to the floor, moaning as the world began to spin around him. Through blurred vision, he saw Cheetor standing over him. Silverbolt gasped as Cheetor put his hands together, preparing to fire.

He was interrupted by the sound of footsteps running towards them. Dinobot was nearly upon them, his weapons at the ready. "Traitor! I knew it!" he roared.

Tarantulas saw Dinobot and knew that he did not have a chance against him. He abandoned Silverbolt and ran off in search of Optimus Primal. He might still succeed…

He turned a corner and nearly ran into Primal. What luck! Last chance, do it right this time! When Optimus stepped back, Tarantulas took aim.

"Cheetor, no!" Optimus cried. He had no time to dodge before the shot was fired. He was hit and went down.

It took Optimus a moment to realize that he was not off-line. Sparks flew from a hole in his shoulder, but he was otherwise uninjured. How could Cheetor have missed at point-blank range? Optimus looked up to see that Dinobot was struggling with Cheetor, having arrived just in time to deflect the potentially fatal shot.


This had gone too far. Dinobot had ruined his aim, and Primal still lived! Tarantulas knew from his previous attempt that he had no chance against Dinobot with this body. There was only one thing he could do. He disconnected. Time to fend for yourself, Maximal. When your friends blow you to scrap, I'm not going down with you. He chuckled as he removed the visor. Good luck, pussycat.


Dinobot grabbed Cheetor, holding his arms. Cheetor struggled against his grip. And then it was if all the life suddenly went out of him, and he went limp. Surprised, Dinobot let him drop.

Cheetor was roughly jerked out of sleep by the impact of hitting the floor. "Ow!" he cried. "What the---?" The familiar fleeting feeling of panic was replaced by confusion as he looked up to see Dinobot and Optimus standing over him. "How did I get here?"

Dinobot reached down, grabbed him by the throat, and lifted him into the air. "Do not try that 'innocent' act again, furball!" he snarled. "Sleepwalking, indeed! You shall pay for your actions this time!"

"Wh-what?" Cheetor managed to choke out through Dinobot's grip. Sleepwalking? No, it can't have happened again! "But I didn't…I couldn't have…"

Dinobot raised his sword to strike. Cheetor gasped and squeezed his eyes shut. Dinobot swung the sword, but Optimus stopped it right before it hit Cheetor.

"Dinobot, that's enough!" Optimus cried. "That is not the way Maximals do things!"

"Sentimental—" Dinobot began, then stopped himself. He threw Cheetor down. "Fine, then! Take him if you want him! You are far too lenient, Optimus Primal. Next time he tries to destroy you, I will not interfere!" He stormed off, shoving past Rattrap, who was just arriving.

"Again?!" Rattrap cried as he took in the situation around him.

Optimus nodded grimly. "He did a better job this time," he said, indicating his damaged shoulder.

Rhinox helped up a dazed Silverbolt, and they joined the others. The Maximals surrounded Cheetor, who was still sitting on the floor. "So what now?" Rhinox asked.

Optimus shook his head. "I really don't know."

"Big-Bot, I—" Cheetor started.

"I don't want to hear it, Cheetor," Optimus warned. He turned to the others. "Rhinox, Rattrap, disarm him and put him in a holding cell. I'm not taking any more chances. It was too close this time."

Cheetor was becoming frightened. This couldn't be happening! "No! I didn't—"

"You heard Optimus," Rhinox interrupted, pulling Cheetor to his feet. "I wouldn't argue if I were you."

"I'm going to get this damage repaired," Optimus said. "I'll deal with this later." He walked off.

"Big-Bot, you have to listen to me!" Cheetor cried after him. But Optimus did not turn around. Cheetor turned to Rhinox and Rattrap. "I didn't do anything! You guys believe me, don't you?"

"All we know is you tried to kill Optimus. Again. You're not doin' much ta make us believe ya, kiddo," Rattrap answered. "One 'freak accident', maybe. But I don't think that excuse is gonna work this time."

Cheetor looked over at Silverbolt, who was still rubbing his aching head. "Silverbolt…" But Silverbolt looked away. Cheetor realized that he was on his own. He almost considered bolting, but he knew that he wouldn't have a chance. No, better to just go with it and hope that everything would be sorted out. Once they cooled off, maybe his friends would listen, and he could make them understand that he was not the one that was doing these terrible things. He hung his head in defeat and let himself be led away.


Optimus exited the CR chamber to find the others waiting for him. All the Maximals wore somber expressions. They sat down to discuss the problem, none of them (except possibly Dinobot) wanting to believe that one of their own had turned on them, especially Cheetor.

"So what do we do about this?" Rhinox asked. "He still insists on his innocence, saying that all he remembers is waking up on the floor."

"I told you we should have dealt with the problem the first time," Dinobot said. "Do we have to wait until he destroys one of us? You are far too trusting! He should be disposed of, and that is that."

"I don't give up on friends that easily," Optimus retorted. "Besides, I think there is more to this than meets the eye."

"Yeah, that 'sleepwalking' excuse is a little too convenient, if ya ask me," Rattrap put in. "It came on kinda suddenly, ya know? And he always seemed to want to go straight for the Boss-monkey, like he was on a mission or somethin'."

"As long as no one got in his way," Silverbolt added. He had finally recovered from the effects of Cheetor's punch.

"On a mission…" Optimus trailed off as an idea suddenly hit him. "Rattrap, tell me everything you know about the last time Cheetor sneaked out."


Cheetor sat dejectedly in his cell. He had been disarmed and left alone. The others had gone off, presumably to decide on his sentence. He felt as if he hadn't a friend in the world. But I didn't do it, I know I didn't! He got up and began to pace, wracking his brain to try and figure out what had happened, and why he couldn't remember any of it. He thought he might have had a nightmare, because he had woken up feeling afraid again. If only he could recall what it had been about! Somehow this cage reminded him of it. Something like being trapped, held back as someone else laughed…But he couldn't remember anything further.

Frustrated, he punched the bars, and the resulting shock only upset him further. "This isn't fair!" he shouted to the empty room. "I didn't do anything!" He slowly sank down to the floor. "It's not fair," he mumbled. How could Big-Bot think that I would hurt him? I had to have been sleepwalking, acting on a dream or something… Cheetor stopped mid-thought as an awful idea slid into his mind. Dreams were caused by the subconscious. What if, deep down, some part of him actually wanted to destroy Optimus? After all, he had apparently gone straight for Optimus each time.

No. It couldn't be true. There was no way. There had to be another explanation. But Cheetor could not come up with one. Maybe it's true, and inside I'm becoming evil. Maybe I should be destroyed. He didn't want to let himself think that way, but the seeds of doubt had already been planted. "What's wrong with me?" he moaned to no one.


Optimus looked over Rattrap's shoulder as he called up the images that the scanners had recorded the night that Cheetor had sneaked out. They watched the security holos that showed Cheetor slipping out of his room, onto the bridge and down the lift. The cameras tracked him until he sped out of sight.

"Nothing unusual so far," Optimus remarked. "All right, show me the scan records that tracked his energy signature. I want to know where he went."

"Pretty far, actually," Rattrap commented. "He was later comin' back then usual." He called up the scan records.

Optimus stared at the map. "That's out of Maximal territory! It's almost into Predacon ground!"

Dinobot came and leaned over Rattrap's shoulder as well. "He could have been meeting with a Predacon!"

"But there are no Predacon signatures indicated anywhere near him," Optimus said. "It doesn't even look like he ran into any trouble."

"Then that settles it. He acted on his own all along," Dinobot growled.

"No! There has to be something," Optimus said. "I refuse to believe—"

Dinobot pounded his fist on the table. "Oh, stop this foolish sentimentality! Can you not see that you are playing right into his hands? If he did not encounter any Predacons, then he is acting alone! He is a traitor, and should be destroyed!"

"Your eagerness to scrap him is getting in the way of this investigation, Dinobot!" Optimus said, trying to hold his temper. "I am exploring all the options before I throw out a judgment." He took a deep breath to calm himself. "Now, I want you, Rattrap and Silverbolt to check out this area that Cheetor stopped in. See if there's anything there. Anything at all."

"You got it, Fearless Leader," Rattrap said.

"We are on our way," Silverbolt added. He and Rattrap activated the lift and exited the Axalon.

Dinobot remained behind. "This is a useless mission," he grumbled.

"It's also an order," Optimus told him, in a tone that was not to be argued with.

Dinobot mumbled something under his breath and then followed the others out of the base.

Optimus and Rhinox exchanged glances. Rhinox shook his head slowly. "He's taking this even more personally than you are," he said.

Optimus sighed. "I just hope he's wrong. You keep track of the others. I'm going to have a talk with Cheetor… alone."

"Are you sure that's wise? He is trying to slag you in particular."

"He's disarmed and locked up, "Optimus replied. "I think I'll be okay. Maybe he'll talk to me if the others aren't around." He headed off towards the holding area.


Cheetor sat in his cell, trying not to nod off. It was so lonely and boring in there, and there seemed like nothing else to do but sleep, especially since he was so tired. But he had figured out that these awful things only happened when he went to sleep. So he had decided that he would just stay awake. Unfortunately, his body wasn't listening to what his brain had decided. He jerked his head up. Gotta stay awake, mustn't sleep. Something bad will happen if I sleep.

He suddenly heard footsteps approaching. He looked up to see Optimus standing in front of the cell. Cheetor turned his head away. He couldn't face Optimus, not after what he had done.

"I think we need to talk," Optimus said.

Cheetor didn't answer. He didn't know what to say.

"Talk to me, Cheetor," Optimus continued, "or else you're only going to make it worse. Tell me what's going on."

"I don't know!" Cheetor suddenly wailed. "I know probably less than you do!"

"So you're still sticking to the 'memory glitch' story?"

"It's not a story!" Cheetor cried. "It's the truth! I don't know what's happening to me! But it only happens when I sleep. I keep having this nightmare that I can't quite remember…" He buried his head in his hands. "I can't believe this is happening."

Optimus sighed. He wanted so badly to believe Cheetor, but he couldn't afford to take another chance. "How about when you went out for the run? Are you absolutely sure nothing out of the ordinary happened? We found that you went nearly as far as Predacon ground."

"I didn't even realize how far I went. I was chasing another cat, and when we stopped for a rest, it suddenly caught wind of something and ran away." Cheetor shook his head. "But I couldn't figure out what had scared it off. Then I realized that I was late, and I took off for home."

"So you don't have any idea what frightened the other cat? And nothing happened on the way home?" Optimus continued. "You didn't run into anyone?"

"Well, no," Cheetor said. "I was flying, and it was a good thing too, because I'd already hurt my paw once and---"

Optimus caught on to this right away. "What happened to your paw?" he demanded.

"I dunno, I stepped on something, I guess. I didn't think it was anything important. You step on something sharp, you say 'ow' and that's it."

Optimus thought for a moment. "It could have been something more. I'm going to have Rhinox check you out for anything unusual."

Cheetor jumped to his feet. "So you believe me? You're gonna let me out?"

Optimus kept a stern face, trying to hide his emotions. "All I'm saying is that I'd like for you to be checked out. Then I'll decide. For now, you're still under guard." He activated his comlink. "Rhinox, report to the holding area."


"This is foolish," Dinobot snorted. "There is nothing here."

"Would ya quit complainin' for a cycle?" Rattrap said. "We gotta check out every inch of this place. If there's anythin' here that can account for the kiddo's recent weirdness, we gotta find it."

Silverbolt landed next to Rattrap. "Do you recognize this place, Rattrap?" he asked. "It was not so long ago that we stopped the Predacons from building an installation right around this area."

"Oh, yeah," Rattrap said. "It was dose spiders and Quickstrike. We fought 'em, and then suddenly the whole place blew. Sometimes I wonder if those Preds didn't blow that cave themselves." An idea crept into his mind, and Rattrap began sniffing around. "See if you guys can't catch a spider-smell. Somethin's weird about this place."


Tarantulas watched the Maximals nosing around his lair on his security camera. Even though he had hidden this place well, he was a little worried. He was pretty sure that as long as he stayed underground, the Maximals would not be able to catch his scent or detect him through the rock. But all the same, it was making him nervous to have the Maximals so close to his home.

He began shutting down his systems to minimize the chance of detection. His finger lingered over the shutdown button of the system controlling the bug that he had placed in Cheetor's head. He decided to leave the system on. If the Maximals did manage to find him, then he would at least have a wild card to play.


Cheetor had been taken to the CR chamber for a full diagnostic. Optimus and Rhinox had taken no chances, escorting him there with their weapons drawn and ready. Cheetor had trudged along sadly, wondering if they would ever trust him again. He knew that they had locked the door to the CR chamber. Now, as he sat nervously inside, he did not know what to be more afraid of: if something was wrong with him, or if something wasn't. He had tried to push the thought of his possibly subconsciously wishing Optimus dead from his mind, but it wasn't working.

He yawned suddenly. He was really tired. This "sleepwalking" had left him without a decent night's sleep two nights in a row. He reminded himself that he couldn't go to sleep. It'll happen again, something horrible will happen if I go to sleep. I just wish I could remember…


"This is strange," Rhinox said, pointing to the screen showing Cheetor's diagnostic.

Optimus leaned over his shoulder. "What is it?"

"There's something foreign inside him. I'm going to have the computer run a deeper scan." Rhinox did so, and a hologram came up showing Cheetor's circuitry. A flashing light indicated that that there was something wrong inside Cheetor's head. Rhinox pointed to it. "There," he said. "It's some kind of bug."

"Can it be removed?" Optimus asked.

"It's attached itself to his core processor so deeply that I don't know if it can be. Not without some permanent damage." Rhinox sighed. "If I try, he may never be the same. I'm just not that good."

Optimus sighed. "Well, at least we know that his recent actions aren't his fault."

"That doesn't make him any less dangerous," Rhinox warned. "If this thing is controlling him, there may not be anything we can do about it."

Optimus' face fell. "We have to think of something. I— What's that?" he asked as the scanners suddenly began beeping.

"The bug's been activated!" Rhinox said.

"But how? Why now?" Optimus asked.

Rhinox checked his monitors again. "Uh oh. I think Cheetor's gone to sleep in there."


Cheetor's head drooped, and he forced it back up again, yawning. He desperately needed sleep. He tried to resist it, but he finally nodded off. Conditioned by years of the same routine, his subconscious said his prayer for him, and Cheetor happily drifted off to sleep with the memory of his parents in his head. Now I lay me down to sleep...


Tarantulas jumped as his console began beeping. So the Maximal was still alive. He chuckled to himself. Maximals were so trusting. Had they been Predacons, the cat would have long been destroyed. But one can always count on Maximal sentimentality. Tarantulas wondered if it would be worth it to reconnect. The other Maximals were still nosing around the area, and it was possible that the cat had been locked up. But the unfinished project nagged at him. He had to try it one more time, to see if there was any hope of salvaging the mission. Now that he knew his bug worked, he wanted to see it through to the end. If he could get one of these into more of the Maximals and Predacons, he could see both Optimus and Megatron destroyed, and he would be free to carry on his own work without fear of being disturbed.

So let's see if you're still of any use to me, pussycat. Tarantulas put on the visor and reconnected.


Cheetor floated in the darkness, sinking down into sleep. He was just beginning to relax when he saw a flash. He blinked, and Tarantulas was standing in front of him. Cheetor gave a yelp and jumped back. How in the ---? You can't be here!

Tarantulas was surprised as well. Slag, the cat knew he was there again! Why did this keep happening? He would have to correct the system so that it would not connect until the Maximal was completely asleep. It's just a dream. Relax, pussycat.

Something tugged at Cheetor's mind, and he suddenly realized what he had been trying so hard to remember. No! This isn't a dream! I remember now… You're in my head! This is all your fault! You're making me do these things! He lunged at Tarantulas.

Tarantulas gave a cry and dodged to the side. No, this was all wrong! The Maximal was not supposed to remember! He began to increase the power on his device. As long as Cheetor's consciousness was still active, he could not take control.

Cheetor felt the almost tangible darkness beginning to surround him. Remembering what it meant, he tried to fight against it. He was terrified. This darkness was horrible; it paralyzed him, made him helpless. No! I won't let you do this to me again! You're not going to control me! Let me go! The darkness wrapped itself around him, nearly stifling his cries.

Tarantulas chuckled and ignored Cheetor's cries, waiting for the darkness to cut him off completely.


Inside the chamber, Cheetor was crying out and thrashing around in his sleep.

"What's going on in there?" Optimus cried.

"He's fighting it!" Rhinox said. "But I'm reading a power increase in the bug. He may not be able to fight it for long."

"We have to do something!" Optimus said. He started towards the CR chamber as the pounding inside grew more violent.

Rhinox held him back. "We can't! There's no telling what he might do! If that thing takes control of him, he's going to try to kill you again. It's safest to leave him in there for now."

"Let me go, I won't let you…" Cheetor's cries were muffled, but he sounded panicked and afraid.

Optimus stared sadly at the CR chamber. "What would happen if we tried to wake him?"

"I wish I knew," Rhinox replied. "I want to help him as well, but it could damage his core processor."

"So all we can do is wait?"

"I'm afraid so."


Tarantulas was becoming impatient. This was taking far too long. The Maximal was still fighting, even though he had increased the power. He increased it again.

Cheetor was suffocating. The darkness was too strong. It had enveloped him, and he was fighting a losing battle. He was so tired, and he just wanted to quit, to let go…But he remembered what would happen if Tarantulas was allowed to control him again. No, I can't let him hurt Big-Bot or anyone else! I have to stop him! With renewed resolve, he suddenly burst free of the darkness.

Tarantulas was shocked. Apparently he had underestimated this Maximal. Although young, his will was strong. Tarantulas wondered what would happen if he engaged the Maximal in battle here; a virtual battle of the mind. He suddenly found himself without a choice as Cheetor ran at him and tackled him to the ground.

Tarantulas shoved Cheetor off him. Why can't you just go to sleep like a good little bot? He sneered.

I'm not gonna let you use me to hurt my friends. Get out! Cheetor scrambled to his feet, ready to fight.

Tarantulas laughed. I will do with you as I please. This fight only continues because I am allowing it to. I could go to full power and let the darkness consume you for good, but I think it will bring me more satisfaction to destroy you myself. He gestured to Cheetor to attack. Come on, then. Or are you afraid?

I'm not afraid of you! With a growl, Cheetor ran at Tarantulas and they began to struggle with each other.


"Found anythin' yet?" Rattrap asked. It seemed as if they had been scouring this same area for hours.

"Not yet," Silverbolt sighed. "But I am sure there is something here… I just cannot put my finger on it."

"We have been searching long enough!" Dinobot said, his annoyance plain. "Why can you not accept the fact that the cat has betrayed you?"

"Because the kiddo's my pal, that's why!" Rattrap shouted back. "And I wouldn't talk about betrayin', if I were you. Even now I trust that kid more'n you."

"Then you are a fool," Dinobot growled. "If none of you will do it, then I will destroy the traitor myself!"

Enraged, Rattrap maximized and shoved Dinobot hard. Dinobot fell backwards into a large pile of rocks at the base of the mountain. Some chunks fell loose and hit him on the head. He roared and transformed, ready for battle. "How dare you, vermin!"

Rattrap drew his gun, unwilling to back down. "You're not gettin' anywhere near that kid without goin' through me first."

Dinobot sneered. "So be it."

Silverbolt stepped between them. "Stop! Fighting will not get us anywhere." He sniffed the air, having suddenly caught a scent. "Besides, I believe we have found what we were looking for."

Rattrap and Dinobot lowered their weapons and watched Silverbolt as he followed the scent to the pile of rocks that had been jarred loose by Dinobot's fall. A hole had been uncovered, and Silverbolt sniffed inside it. "Tarantulas," he growled. "You were right, Rattrap."

Silverbolt maximized and began moving aside more boulders to make the hole bigger. Rattrap joined in. Dinobot hesitated, unwilling to admit that he may have been wrong, but he finally began to help clear away the debris.


Cheetor was losing. He was too tired, his consciousness having been stretched to its limits in the past couple of days. But still he fought on. I won't let you win!

I will in the end. You're weakening, I can feel it!

This is my mind! I won't let you take over! It's your fault I attacked Optimus and you're gonna pay!

How do you know that it was completely my doing? What if I simply awoke that part of you? Everyone has a bit of evil inside them…

Cheetor was taken aback. After all, the thought had crossed his mind. You're a liar! I would never hurt Optimus!

Tarantulas had noticed his hesitation. Not so sure, are you, pussycat? He laughed inwardly. It was so easy to toy with his mind! Tarantulas was actually having fun. But he had wasted enough time already. The time had come to finish this. Now, while the young Maximal was distracted and weakened…

You're wrong! This was all your doing! Cheetor landed a punch, but it was feeble, and Tarantulas only laughed. He returned the punch, and Cheetor fell to the ground, groaning as he saw the world spinning around him. Tarantulas stood over him, looking down at him. Cheetor tried to get up but collapsed, exhausted.

Now we finish this. With your consciousness gone, I will have complete control. Your body, your very life, is now mine!

Cheetor gasped as Tarantulas drew his weapon. But Tarantulas did not fire. He laughed and suddenly transformed to beast mode. It's so much better this way, he said. I may not get to feast on your real body, but this might be just as much fun. And this time, the rat is not here to save you.

Old fears arose in Cheetor as the giant spider advanced on him. He tried to rise, but Tarantulas was already upon him. No! Get off me! He tried to struggle, but Tarantulas' legs pinned him down. He screamed as he felt Tarantulas' pincers close around his throat. Somebody help me!


Rattrap, Silverbolt and Dinobot made their way into the cave, weapons drawn. The tunnel slowly became brighter, and soon opened into a large, lit cavern. Tarantulas stood next to a console, seemingly oblivious of the Maximals even though his computer kept stating a warning of Maximal presence.

Rattrap silently motioned to the others to split up and surround Tarantulas, hoping that it wasn't a trap. He then made his way towards the Predacon, staying low to the ground. As he got closer, he could see that Tarantulas was wearing a visor that was connected to a console. What the heck is that spider doin'?

The Maximals closed in, but Tarantulas still took no notice of them. Rattrap got up and walked straight up to Tarantulas. Obviously the Predacon did not see him through the visor. The three of them surrounded Tarantulas, each looking puzzled. Rattrap waved his hand in front of the spider-bot's face, but there was still no response. He shrugged his shoulders, then shoved his gun against Tarantulas' forehead. "Anybody home?"


Cheetor was weakening. The spider's pincers were squeezing his throat and he was almost out of strength. Optimus, I'm sorry, he thought, I hope you'll know that it wasn't me, it was never me who tried to hurt you…

Just as Cheetor felt the last of his strength seeping away, there was a bright flash. It blinded him for a few nanocliks, and it felt as if a weight had been lifted. He heard Tarantulas yell, and then there was only silence. He opened his eyes to see that Tarantulas was gone.


Noooooooo!!!! Tarantulas cried. What had happened? He had been so close! And then he realized that he was no longer inside the Maximal's mind. As he became aware of his body, he also became aware of what had caused the abrupt disconnection. There was a gun pressed to his forehead.

Tarantulas slowly reached up and removed the visor, silently cursing himself for letting his guard down. "The rat," he said with contempt.

"Yup. Mind tellin' us what you're doin', Pred?"

Tarantulas glanced around and saw that he was surrounded. He obviously wasn't going to fight his way out of this one. But then again, why fight when there was a simpler alternative? "I would advise you to stay out of this, Maximals," he said. "You wouldn't want anything to happen to your little friend, would you?"

"What are you talking about?" Silverbolt asked.

Tarantulas laughed. "You know exactly what I'm talking about. Step back or this will be the cat's last cycle of existence."

The Maximals suddenly understood. "You have been behind this all along?" Dinobot growled. "You controlled his actions as he slept…" Dinobot actually felt slightly ashamed when he realized how wrong he had been.

"We won't let you get away with this," Silverbolt said.

"It is too late," Tarantulas said. "Computer! Activate fail-safe!"


Cheetor forced himself awake despite his exhaustion. He had to let Optimus know what had really been going on. He began pounding on the door of the locked CR chamber. "Big-Bot! Can you hear me? I'm awake now! Let me out!" To his relief, the door opened.

"Cheetor! Are you all right?" Optimus asked, his voice etched with worry. "What happened?"

Cheetor stepped out of the chamber. "Tarantulas!" he cried. "It was Tarantulas all along! I remember now! I remember everything! Big-Bot, you have to believe me!"

"We believe you," Rhinox said, indicating the holo of Cheetor's circuitry. "We found this in your head."

Cheetor stared at it. "Then that's how he was controlling me! We have to take it out!"

"Cheetor, I don't know that we can," Optimus said sadly. "It's wired itself quite deeply into your core processor. It could be dangerous to try to remove it."

"But…" Cheetor trailed off. "But we can't just leave it there! Then he can control me every time I—argh!" He was stopped mid-sentence as a splitting pain suddenly erupted inside his head.

"Cheetor, what's wrong?" Optimus cried.

"M-my head! It feels like it's gonna…" Cheetor clamped his hands to his head and fell to his knees. "Help me…Get it out, you've gotta take it out…" He collapsed to the floor in pain.

Optimus activated his comlink. "Rattrap! You and the others better get back here fast!"


"What did ya just do?" Rattrap demanded.

"I warned you," Tarantulas said. "Release me, or your friend will be terminated."

Rattrap was interrupted by his comlink before he could reply. "Rattrap! You and the others better get back here fast!" Optimus said.

"No can do, Fearless Leader," Rattrap said, without lowering his weapon. "We've got a good catch here. Turns out Tarantulas is the one that---"

"We know," Optimus interrupted. "But there's something wrong with Cheetor and---"

"Tell your foolish Maximals to stand down, Primal!" Tarantulas shouted so that he would be heard over the comlink. "I have set that bug to self-destruct, and it will take your little friend's head with it if I am not released."

"Why, you slaggin'---" Rattrap began, cocking his gun. Dinobot and Silverbolt growled.

"Let him go, Maximals!" Optimus ordered. "Cheetor's life depends on it!"

Rattrap sighed and holstered his gun. Dinobot and Silverbolt stepped back.

"You win," Silverbolt said. "Now stop the self-destruct sequence!"

Tarantulas chuckled. "As you wish. Computer, deactivate fail-safe."


Back at the Axalon, Cheetor finally relaxed. Optimus and Rhinox gave a sigh of relief. Optimus helped a shaking Cheetor back up.

"Big-Bot, you've gotta take it out…" Cheetor said weakly.

"He's right," Rhinox said. "If we don't, this is just going to happen again."

"But you said you don't have the skill to remove it!" Optimus replied. "We can't chance it!" He paused. "Tarantulas would know how to remove it."

"I don't think we're in the position to make any demands on him," Rhinox warned.

"Hey, is da kid okay?" Rattrap suddenly asked over the comlink.

"He's all right for now," Optimus answered.

There was an audible sigh of relief. "So whaddya want us ta do now? We're kind of at a stalemate here."


The Maximals awaited Optimus' command. They knew that Tarantulas had control of the situation, but were unwilling to just back away. Tarantulas stood cautiously eyeing the Maximals. Both sides waited for the other to make a move.

Finally Optimus spoke again. "Tarantulas, I'm asking you to remove the bug."

Tarantulas laughed. "Why should I?"

"How 'bout in the interest of not gettin' yerself slagged?" Rattrap said.

"If anything happens to me, the self-destruct will automatically be reactivated," Tarantulas warned.

"Rattrap, stay out of this!" Optimus commanded. "Look, Tarantulas, whatever you want..."

"I wanted your Spark terminated, Optimus Primal. Are you prepared to offer that in exchange for the cat's freedom from my control?" Tarantulas chuckled to himself.

The Maximals gasped. Back at the Axalon, Cheetor and Rhinox exchanged shocked glances. "Optimus, no!" Cheetor cried. "Don't even think about it! You can't!"

"I slaggin'—" Rattrap began, so infuriated that he could not even come up with a good insult. Feelings of anger and guilt collided. Rattrap wished that he could blame all this on Tarantulas, but he still felt responsible for letting Cheetor out that night. If I'd just done my job and stopped him, then none of this would've happened. It's my fault.

Silverbolt and Dinobot both growled and advanced on Tarantulas, but the spider stood his ground. "Well, Optimus?" he asked. "What is your decision?"

Before Optimus could say a word, Cheetor shoved past him and yelled into the communicator. "Forget it, Pred! No deal!"

"I was not speaking to you, pussycat," Tarantulas said. "Why don't you go back to sleep?"

Cheetor growled, wishing that he were in the same room with Tarantulas so that he could wring his neck. "Never again!" he cried. "I just won't sleep again if that's what it takes..."

Optimus pulled Cheetor away from the communicator. "That's not exactly a fair deal," he said to Tarantulas.

"Life isn't fair, Primal," Tarantulas responded with a chuckle.

"Optimus, I might be able to figure this thing out given enough time," Rhinox said. "Don't make any unnecessary sacrifices."

Optimus sighed. "I need time to think about this," he told Tarantulas, trying to stall.

"Of course," Tarantulas said sarcastically. "Such a decision cannot be made so easily. Take some time to think it over. But until then, I have other things to attend to. Your Maximals have one cycle to leave here or I will reactivate the self-destruct. This discussion is over."

"No way, Pred," Rattrap said. "We ain't leavin'---"

"Do what he says, Maximals," Optimus interrupted him.

"But---" Rattrap began.

"No arguments! I expect you back at base as soon as possible. Optimus out."

"Man, I don't believe this," Rattrap moaned. "All this, and we don't even get to slag this guy!"

"Goodbye," Tarantulas said, turning away. He knew that they would not attack him.

"Do not turn your back on me, spider!" Dinobot roared. He started towards Tarantulas, but Silverbolt stopped him.

"Do not do anything you will regret!" Silverbolt said. "Optimus said to leave. Now."

"Who says that I would regret it?" Dinobot snarled.

"Hey, shut up!" Rattrap cried. "It's not like I wanna leave this as unfinished business either. But maybe it's time ya started thinkin' of somebody besides yourself for once!" He sighed. "C'mon, let's go."

Dinobot growled and stalked away. Silverbolt followed him, but Rattrap stayed behind for a moment. "If anythin' happens to that kid, I'll be back for you," he told Tarantulas.

Tarantulas turned to face him. "Time's almost up, Maximal. Leave my lair."

Fairly twitching with anger, Rattrap backed away, keeping an eye on Tarantulas until he was out of sight. He met Dinobot and Silverbolt outside, and the three of them headed back to the Axalon in silence.


Tarantulas breathed a sigh of relief. Too close! Thank Primus he had included a self-destruct in the bug or else he would have been caught. And speaking of which...It appeared that it was time to move deeper into the caves, and to make sure that the entrance the Maximals had used was sealed off for good. His work could not afford to be disturbed. But for now, he had the upper hand in the situation. He knew that the Maximals would not be able to figure out how to remove the bug without causing damage to Cheetor's core processor. He had seen to it that once implanted, the bug could not be disconnected. It would take someone with his type of genius, and, he chuckled to himself, the Maximals are just not that good.


Cheetor lay still as Rhinox performed scans on the implant in his head. He was trying his hardest to stay awake, having not had a real sleep in over two solar cycles. As long as I can stay awake, Big-Bot and everyone else will be safe. But it was growing increasingly difficult. Optimus stood next to him, tapping him every once in a while to make sure he was still awake.

"You can't go to sleep here, Cheetor. It's not safe," Optimus warned him.

"It's not safe anywhere," Cheetor replied listlessly.

Optimus sighed. "Have you found out anything else, Rhinox?"

"Nothing that will really help right now," Rhinox said. "I'm no further along in figuring out how to disconnect the thing. The scans aren't helping much. It's too complex."

Optimus turned to look at the scan. "What I want to know is how it gets activated each time. How does Tarantulas know when Cheetor goes to sleep?"

"I think we're about to find out," Rhinox said. "It's activating again!"

"But that means that…" Optimus trailed off as he turned back towards Cheetor. The young bot's eyes were dark and he lay still. "Oh no," Optimus moaned. He began to shake Cheetor. "Cheetor, no! Don't sleep! Come on, wake up!"

Cheetor did not respond. Optimus leaned over him, grabbed his shoulders and shook him harder. "Cheetor! You've got to wake up!"

Cheetor's hand suddenly shot up and seized Optimus by the throat. "Cheetor isn't here right now," he said in a voice that was his, and yet sounded strangely different.

"Tarantulas?!" Optimus cried, trying to free himself from Cheetor's tightening grip. Rhinox ran to his side and together they managed to force Cheetor to let go.

Rattrap, Dinobot and Silverbolt arrived back on the bridge just in time to see Optimus pull free. "What's goin' on?" Rattrap asked.

Cheetor sat up and looked at Rattrap. "Miss me, vermin?" he asked.

The Maximals realized instantly that this was not Cheetor. "No, not again!" Silverbolt gasped. Rattrap was too stunned to answer.

"Let him go, Tarantulas!" Optimus said.

"Not until I get what I want," Tarantulas replied. "You are taking too long to make your decision. Let me see if I can hasten it!" He disconnected and activated the self-destruct again.

Cheetor was brutally awakened by the pain in his head. He opened his eyes to see Optimus and the others standing around him, but was quickly forced to squeeze them shut again as the pain grew stronger. "Big-Bot, help me…" he moaned as he curled up. He felt as if his head was going to explode.

"Rhinox, do somethin'!" Rattrap shouted, as Cheetor's moans became cries.

"There's nothing I can do! If I try anything now, the whole thing could explode!" Rhinox threw up his arms in frustration.

"But we have to help him!" Silverbolt cried.

Cheetor was being taken to the edge. He could no longer even cry out, his body rigid with pain as the pressure continued to build inside his head. Suddenly, through the rushing in his ears, he heard Tarantulas' voice. "How much more can you take, pussycat? Tell Optimus that your torment will not end until he surrenders to me!"

So consumed with pain, Cheetor did not even realize that he was hearing Tarantulas' voice inside his head while he was awake. No! I won't tell him! I don't care, I'll take it if I have to, but you won't hurt Optimus! Although determined, Cheetor was fighting a losing battle. And then, just when he felt he couldn't take any more, the pain suddenly ceased. He went limp and Optimus had to catch him as he tumbled off the table.

Optimus gently set Cheetor back on the table. "Are you all right, Cheetor?" he asked, his voice etched with worry.

"Big-Bot, I'm sorry," Cheetor replied weakly. "I couldn't fight him this time... I was just too tired. I could feel him take over but I just couldn't stop him any more. I hope I... I didn't hurt you this time, did I?" He remembered what Tarantulas had told him, but he didn't want to relay the message. He knew what Optimus' reaction would be.

"There's no need to apologize. We all know that this isn't your doing." Optimus placed a comforting hand on Cheetor's shoulder.

"Yeah, kiddo, it's okay," Rattrap added.

"It's not okay!" Cheetor suddenly cried, unable to hold back his emotion. "Every time this happens it gets harder to fight him! He's getting stronger... he forces me out! Maybe after the next time there won't be anything left of me." His voice broke as he remembered how easily the darkness had overcome him this time. "I'm so tired. I just want to sleep," he whispered, "but every time I do, I lose a little more."

"This ends now," Optimus said angrily. "If Tarantulas wants me, then that's what he'll get."

"No!" Cheetor said. "I won't let you go in my place!"

"Optimus, don't be hasty," Rhinox warned. "There's new information on the bug since it activated while being scanned."

"And that would be---?"

"Something specific turned it on just as he was going to sleep. It reacted to some sort of code." Rhinox looked over the data filling the screen. "But the code wasn't planted with the device. It came from Cheetor's core processor."

"What?!" Cheetor cried. "You mean... I'm the one activating it?"

"How is that possible?" Silverbolt asked.

"His core processor must be sending some sort of specific code to his body that relaxes it and allows it to sleep. The device detects this signal and is activated by it." Rhinox shook his head. "But I have no idea what it could be. It could be conscious or subconscious... possibly something of a personal nature?"

"Any ideas, Cheetor?" Optimus asked.

Cheetor thought about it, then gasped as he suddenly realized the only possible answer. It can't be! He's using my own memories against me...

"What is it?" Optimus had noticed Cheetor's gasp. "Do you know what the code is?"

Cheetor lowered his eyes. "Yeah, I guess..." He didn't want to admit what it was in front of everyone.

"I could try to isolate that specific code and delete it from your core processor," Rhinox offered. "With the code gone, the bug won't be able to activate."

"You mean... erase it?" Cheetor asked. "It would be gone from my memory?"

"Yes, it would be erased. But I'm sure it's not something vital, or else we would all have a code like this."

It's vital to me. Cheetor did not want to lose his last memory of his parents. He jumped down off the table.

"Wait a minute. Where are you going?" Optimus asked. "This won't be that difficult. We could do it right now."

"I don't want to." Cheetor pushed past a surprised Optimus.

Dinobot stepped into his path. "You would put yourself and your comrades in danger to hang on to some insignificant code?"

"It's important!" Cheetor cried. He tried to step around Dinobot but the larger bot would not let him.

"We are in a war! Survival is the most important thing." Dinobot leaned over and stared into Cheetor's eyes. "When are you going to grow up, boy?"

Cheetor's chin quivered for a moment and he hung his head.

"Hey, lay off 'im!" Rattrap said. He gave Dinobot a shove.

"This does not concern you, rodent!" Dinobot hissed.

"Nor you," Optimus said. "Let him pass, Dinobot."

"You cannot allow him to get away with this!" Dinobot snarled. "This situation must be dealt with. Tarantulas has both of you exactly where he wants you. If he is not stopped now, he will win." He grabbed Cheetor by the arm and started pulling him back towards the table. "This is for your own good," he told Cheetor.

Cheetor gave a cry and tried to struggle, but Dinobot was too strong. "No! Don't make me do this! It's all I have left! Please!" He gave Optimus a pleading look. "Please..."

"That's enough, Dinobot!" Optimus commanded. "Let go of him! It is his choice."

Dinobot released Cheetor. The instant he was free, Cheetor ran from the room. The Maximals stood in shocked silence for a few moments before Silverbolt finally spoke. "Although I disagree with Dinobot's methods," he said, "I still don't understand why Cheetor refuses to have this code eliminated."

"Because it's more than a code," Optimus replied. "I think it's part of a memory. Something important that Cheetor does not want to let go of."

"But a memory's a memory, not a code," Rattrap commented. "How does that work?"

"In time, Cheetor could have conditioned his body to respond to the memory as if it were a code," Rhinox offered.

"I need to talk to him," Optimus said. "Alone. And where did Dinobot go?" he added, suddenly noticing that Dinobot had left the room.

"Why, that sneaky lizard! Lemme at 'im! If he's on the kiddo's case again---"

"I'll deal with it," Optimus interrupted. "I want the rest of you to stay out of this for now. Rhinox, keep searching for another way." Optimus headed off towards Cheetor's quarters.


Dinobot, in beast mode, stood outside Cheetor's door. He knew Cheetor was inside, but the cat refused to open the door to him or even respond. "This is irrational!" Dinobot called through the door. "Whatever this code--- or memory--- is, it cannot possibly be worth risking your life or the lives of your comrades. If anything happens to even one of us, the Predacons will have us outnumbered!"

Cheetor suddenly flung the door open. "That's all you care about it, isn't it?" he screamed angrily. "Tactics and strategies and war… you don't care which of us lives or dies, as long as your side wins!"

"You are being stubborn and selfish!" Dinobot shouted back. "Or do you not care either whether Optimus lives or dies? You know the deal that Tarantulas offered, and you know Optimus. Can you not see that, should this continue, Optimus will eventually sacrifice himself to save you?"

Cheetor lowered his head, ashamed, as he realized that Dinobot was right. But it couldn't change the fact that he wanted more than anything to hold on to his memory. The emotion took a toll on him and he suddenly felt very drained. "Leave me alone," he mumbled, feeling dangerously close to collapsing.

"Come with me. We can get this over with now," Dinobot said. "Once you have forgotten, it will be easier."

"I said, leave me alone!" Cheetor cried. He tried to close his door but Dinobot stopped it.

"Dinobot!" Optimus called from down the hall. "Go back to your post. I need to speak with Cheetor."

Dinobot leaned close so that only Cheetor could hear. "Think about what I said. If you are not freed of Tarantulas' control, you know how this is going to end." With a growl, he turned on his heel and stalked away. Cheetor leaned against the door and slowly sank to the ground, burying his head in his hands.

Optimus knelt beside him. "How are you holding up?" he asked. Cheetor didn't even raise his head. "Come on, let's go inside and talk," Optimus continued. Cheetor nodded slowly, and Optimus helped him to his feet. Once inside the room, Cheetor flopped on his bed, turning away from Optimus. Optimus pulled up a chair. It was a while before anyone spoke.

It was Optimus who finally began. "Cheetor, help me understand why you're risking everything to hold on to this code." Cheetor didn't respond, so Optimus continued. "It's not just a code, is it? It's a memory. Of your life back on Cybertron."

Cheetor looked up. "Big-Bot, it's really important. Nobody understands... I can't let it go. It's all I have left of them."

"Your creators," Optimus said, realizing that he had known the answer all along. "No wonder you don't want to forget. Why didn't you tell us?"

"Because everyone else would have thought it was stupid. They would have laughed at me. Dinobot already thinks I'm being selfish."

"Do you want to tell me about it?" Optimus asked.

Cheetor paused for a moment, but he knew that Optimus would not laugh. "It's just... well, it's an old human prayer. My parents--- my creators--- taught it to me, and I said it every night before I went to sleep. After they died, I told myself I had to keep saying it, so I could remember them when I slept. I had to! I had to keep their memory alive somehow. Because I can hardly remember what they were like any more. Now I...I can't even picture their faces."

"So your core processor became conditioned to this memory. You couldn't go to sleep until you said it, even it was only subconsciously," Optimus said.

"It's the only real memory I have of them," Cheetor continued. "If I let it go, I'll forget them. And no one should be forgotten." His voice broke and his shoulders began to shake.

Optimus went over to Cheetor and put his arm around him. He wished that he could undo everything so that Cheetor had never had to go through this. Optimus knew that he could not even begin to understand how deeply this was affecting the young bot, both physically and emotionally.

"Just have Rhinox take it out," Cheetor finally said. "Maybe he can figure it out, and we won't have to do this."

Optimus shook his head sadly. "Cheetor, we don't know enough about it. If Rhinox tried to remove it, you will end up losing more than just that one memory. You might even lose your life. I can't allow that."

"It's not fair," Cheetor said. "Why did this have to happen?"

"Maybe this will teach you to stay in your own territory, Maximal!"

Cheetor jumped at the sudden voice. Tarantulas! He looked around, but realized that Optimus had not heard the voice. It was in his head. And he was awake.

"Cheetor, what is it?" Optimus asked.

"It can't be! I'm awake!" Cheetor cried.

"I don't have to be controlling you for you to hear me." Cheetor heard Tarantulas laugh. "I have heard everything. You seem to have quite a dilemma."

"What's happening?" Optimus persisted.

"It's him! I can hear him! But how? I'm awake!" Cheetor tried to cover his auditory sensors, but the voice was coming from inside his head and he had no choice but to hear it.

"Quite a choice… your memory, your life, or Optimus' life. What will it be, pussycat? You know you can't take much more. Maybe the next time I activate the self-destruct will be the last time. And how long can you go without sleep?"

"Leave me alone! Get out of my head! You corrupted the last good memory I had of them!"

"Ah, yes, your 'parents'. They are dead. Do you wish to join them? Perhaps Optimus will, instead. You haven't relayed my message to him yet. Do you really think that saying nothing will stop him from taking your place? You are a selfish brat, willing to sacrifice his life just to keep a memory."

"I won't! I'm going to get you out of my head now!"

"Are you really? I don't believe you have the courage."

"Watch me!"

The self-destruct suddenly reactivated. Cheetor tried to hide it, but Optimus could plainly see that he was in pain. He seethed with anger. "This has gone far enough!" he said. "We're going to Tarantulas' lair now. I'll accept the deal--- anything to get that thing out of you."

"Yes!" Tarantulas gave a cry of triumph. "At last! I knew he would accept. Thank you, pussycat. I could never have done it without you."

"No!" Cheetor cried. "Shut up!" It was hard to think with the building pressure in his head, but Cheetor knew that he couldn't let Optimus sacrifice himself, all for the sake of hanging on to a memory. "Big-Bot, no! I'll do it!" He couldn't speak any more as the pain brought him nearly to the edge. His eyes began to flicker out.

"No! Cheetor!" Optimus cried. He took the young bot in his arms and shook him. "Talk to me! You can't go off-line now! Cheetor!"

And then, as suddenly as it had began, the pain ceased. Cheetor's eyes lit up again and he looked up at Optimus. "Disconnect it," he said weakly.

"But your memory…" Optimus began.

"Take the memory. It's not worth all that… I just don't want anyone to die." Cheetor gave a deep sigh. "Just get this over with, get him out of my head!"

Optimus nodded solemnly. He helped Cheetor up and together they walked back to the bridge, where the others were still waiting.

"Find anything new, Rhinox?" Optimus asked.

Rhinox shook his head. "Nothing. I still can't figure out its complex circuitry and connections. And as far as I can see, there is no other way to do this except to eliminate the activation code. It won't get the bug out, but it'll at least get Cheetor out of danger, and buy us some time to learn more about it so that we might disconnect it safely in the future."

The rest of the Maximals stared at Cheetor, who looked down at the floor. "Let's do it," he said softly. As he walked over to the table, he glanced at Dinobot. "I guess you're happy--- you were right all along," he told him.

Dinobot looked away, not quite knowing what to say. It was not that he didn't care, only that he knew what had to be done. "You have made the right choice," he finally said.

Cheetor lay down on the table, and Rhinox readied the scanners to detect the code. "Are you sure about this?" Optimus asked.

Rattrap suddenly stepped forward. "Kiddo, I'm really, really sorry about dis," he said. "It's my fault. If I'd stopped ya from goin' out..."

Cheetor didn't want to hear this right now. He had replayed it all in his head over the last few days, all the what if's and if only's... but he couldn't let Rattrap go on thinking that it was his fault. "No, it's okay, Big R. I know I should never have gone out in the first place. Besides, it's not that bad," he lied. He turned to Optimus. "Big-Bot, if it's okay, I don't want anyone else here who doesn't have to be."

Optimus nodded. "As you wish. Rattrap, Dinobot, Silverbolt, you're dismissed. We'll let you know as soon as it's over."

Rattrap sighed, but none of them argued. When they were gone, Optimus laid a hand on Cheetor's shoulder. "Ready?" he asked.

Cheetor heaved a sigh, knowing that if he waited a moment longer, he would not have the will to go through with it. Mom, Dad, I'm sorry... "Let's get this over with."

Rhinox had set the computer to scan inside Cheetor's core processor. Lines of code flashed across the screen. Cheetor relaxed, allowing sleep to take over as he mentally recited the prayer. A moment passed in silence, and then the computer beeped. "Unknown code detected. Function: allows for temporary shutdown of non-vital systems for sleep."

"This is it," Rhinox said. He had the computer isolate the code. "We have to do it now before the bug activates." His finger hovered over the button that would erase Cheetor's last remaining memory of his parents.

Optimus paused for a moment, wondering what this would do to Cheetor. Would he simply forget? Or would the mere act of forgetting have a damaging effect on his core processor? But Optimus knew that he couldn't let Cheetor go through this pain any longer. He shook his head to clear it. "Do it now."

The button was pressed, and in less than a second it was over. Rhinox gave a sigh of relief. "We were in time. The bug didn't activate. He should be safe from its control now."


Tarantulas gave a cry of rage. He had not thought that that sniveling brat of a Maximal would have the strength of will to give up a memory that was so important to him, but it was done. The Maximals had erased the code that enabled the device, and now it was useless. Tarantulas could no longer take control of the sleeping young Maximal's body. Even the fail-safe was off-line. The mission had failed, and Optimus still lived. Tarantulas grabbed one of his arachnoids and angrily hurled it against the wall. As he watched the small robot slowly pick itself up and hobble away with two broken legs, he wished for something better on which to take out his frustration. And then it came to him. There was one part of his device that was not connected to the code and had therefore not been disabled. He could still use it, even if it could not actually cause any physical harm. But there were things worse than death. We're going to take a trip, little Maximal, he thought, on the road to insanity.


Cheetor seemed to be sleeping, but Optimus could not wait any longer to see if the young bot was all right. He shook him gently. "Cheetor, wake up."

Cheetor's eyes flickered back to life, and he looked around, confused. "What happened?" he asked.

Optimus and Rhinox exchanged glances. "It's over," Optimus told him. "The bug can no longer be activated."

"The bug..."Cheetor suddenly remembered. "You stopped it? How did you do that?"

Optimus began to wonder exactly how much Cheetor remembered, but decided that it would be better not to tell him what he had lost. "We took out the code that activated it."

Cheetor thought for a moment. "Oh yeah, that was the plan. To take out some redundant code I had that made me sleep." He gave a sigh of relief. "Phew! Well, I'm glad it worked---"

"Did it?"

"No!" Cheetor gasped.

"What is it?" Rhinox asked.

"You can't get rid of me that easily."

"Tarantulas! He's back! He's talking to me!" Cheetor cried.

"But how?" Optimus said. "I thought the bug was useless now!" He suddenly felt sick. It had all been for nothing. Cheetor had gone through the emotional torment of making the decision, and now he had lost the memory of his parents, all for nothing...

"Oh no," Rhinox said as he quickly ran another scan. "This tiny component sticking out of the side of the device must be a comlink, and it remained active."

"Just because I can no longer control you doesn't mean that I can't still torment you." Cheetor heard Tarantulas' spine-tingling chuckle. "It looks like you're stuck with me, pussycat."

Cheetor began hitting his head with his hand, as if trying to knock the voice out of his head. "Shut up! Stop talking to me!"

"Cheetor, stop that!" Optimus grabbed Cheetor's hand to stop him from hurting himself.

Cheetor looked up at Optimus, his expression full of fear. "Big-Bot, do something! Make him shut up!"

Although relieved that Cheetor had not lost his memory for nothing, Optimus knew that having Tarantulas talking inside his head was almost as bad. He looked over at Rhinox, who could only shake his head sadly. There was obviously nothing he could do to shut down the comlink.

"All of it is tied together," Rhinox said. "If I try to disable the comlink, it could all go."

"Too bad," Tarantulas said in a singsong voice. "And you tried so hard, too. All that agonizing over that life-altering decision... and now you don't even know what you've lost."

"What are you talking about?" Cheetor asked. "All I lost was a code..."

"That's what you think."

Optimus realized what Tarantulas was saying to Cheetor. He couldn't let Cheetor find out from Tarantulas what he had given up. "Cheetor! Don't listen to him! He's just trying to taunt you!"

Rattrap ran into the room upon hearing the commotion, and the others quickly followed. "Hey, what's goin' on?" he asked. "Did it work, or not?"

"Only halfway," Rhinox replied. "The device can't activate to control him any more, but it had a comlink in it. Tarantulas can still talk to him through it, directly into his head."

Cheetor suddenly gave a wail and ran from the room towards the lift, pushing past Dinobot, who for once did not try to stop him. Dinobot stared after him, but did not follow. "At least he is no longer under that spider's control," he said.

"That's not the point right now," Optimus said. "This could be just as hard on him."

Dinobot thought about how hard he had been on Cheetor before and began to feel a little ashamed of it. He had had a hand in Cheetor's decision to sacrifice a memory that had been important to him. And now, while everyone else was safe from Tarantulas, the cat was having to deal with the maniacal spider alone. Dinobot looked up at the security cameras, which showed Cheetor sitting dejectedly outside the base. Honour demanded that he not leave a comrade to battle an enemy alone. "I will go speak with him," he said.

"Oh, no, ya don't," Rattrap said. "I've heard what yer idea of just talkin' to the kid is. No way."

Dinobot ignored him. "It is not my intention to be harsh this time," he told Optimus. "He is no longer a danger."

"Oh yeah, you're all friendly now," Rattrap continued. "Where was all this congeniality before?"

Dinobot continued to ignore him, trying to hold his temper. He looked at Optimus, who stared back.

Optimus sighed. "All right. Go talk to him while we try to see if there's anything that we can do about this. But under no circumstances are you to mention the memory he lost. Now is not the time to add any extra pain."

"Understood," Dinobot said. He turned and left the room, taking the lift down out of the base.

"Aw, fer bootin' up cold!" Rattrap shouted. "I can't believe yer lettin' Chopperface 'talk' to the kid!"

"I agree," Silverbolt added. "Dinobot is not exactly the most compassionate of Maximals."

"He said he would not be harsh, and I believe him," Optimus said. When Rattrap started to protest again, Optimus interrupted him. "Besides, if I didn't know better, I'd think that Dinobot was actually feeling badly about the way he acted towards Cheetor before. Let him get that off his chest. Now, we have work to do if we're ever going to find a solution to this problem."


Cheetor noticed Dinobot walking towards him and turned away from him. He sat on the edge of the waterfall, staring down at the water.

"Feeling a little down, pussycat?"

"Why can't you just leave me alone?" Cheetor moaned.

"Because I'm having far too much fun."

"It is...not right for you to be alone at this time," Dinobot said from behind him.

Cheetor was startled but didn't turn around. "I wasn't talking to you," he said. "Go away."

Dinobot cleared his throat. "I wish to... apologize for my behaviour towards you lately."

"How touching!"

Cheetor tried to ignore the voice. "Oh really? Why? Is Optimus making you?"

Dinobot growled slightly. "No. I realize that none of it was your doing." He wanted to add And I realize that it is important to have memories, but he remembered Optimus' orders.

"All that crying and whining about wanting to hang on to that code was your doing," Tarantulas said. "He was right to be harsh on you. You are such a child."

Cheetor suddenly remembered doing that, but he could not for the life of him remember why he had wanted to hang on to a useless code. "I'm not a child! Shut up!"

Dinobot was confused for a moment until he realized that Cheetor was probably being forced to engage in two conversations at once. "Cheetor! Ignore him!" he said.

"I can't!" Cheetor cried, jumping to his feet. "No matter how hard I try, I can't block him out! The voice is right in my head, and he just keeps talking..."

"That's because I have such interesting things to say!" Tarantulas began to laugh again.

It was nerve-wracking. Cheetor noticed that Dinobot had just said something, but he hadn't heard him. "What?" he asked Dinobot.

"I said---" Again Dinobot's voice was drowned out by Tarantulas.

"I have just caught some prey in my web. Do you want to know what I am doing to it?"


"It doesn't matter what you want. I'll tell you anyway." Tarantulas then launched into a sickening description of his feast. Cheetor's jaw dropped and he stood shaking his head in disgust. He could almost imagine the scene. He knew the prey's fear; he had been in that situation before.

"Cheetor!" Dinobot had to shout to be heard.

"What?" Cheetor whirled towards his voice. "Dinobot, I can't hear you right, he's---No! I don't want to hear it! Shut up!" He clamped his hands over his auditory sensors, but it did no good.

"Oh, you don't want me to talk? How about this, then?"

An ear-splitting crackling of static assaulted Cheetor's auditory sensors, and he cried out. Tarantulas began to laugh. Cheetor moaned. It was getting difficult to form a coherent thought. No matter how hard he tried, he was always interrupted. It seemed that Tarantulas' laughter filled his head and the whole world around him. He staggered.

Dinobot lunged forward and caught Cheetor as he teetered on the edge of the waterfall, pulling him to safety. The young bot's blank stare suddenly disappeared and he realized how close he had come to falling. He looked up at Dinobot, meaning to thank him, but his eyes defocused once more as he was forced to listen to the mad ravings inside his head.

"That depraved spider!" Dinobot snarled. "This goes beyond warfare. You must not listen to him!" He shook Cheetor. "Do you hear me?"

"I can't help it..." Cheetor moaned. "It's so hard to think---Stop it! Stop laughing! Be quiet!" He suddenly looked up at Dinobot, a wild expression on his face. "If he doesn't stop, I'm gonna go crazy!" With that he suddenly transformed to his flight mode and took off.

Dinobot was thrown backwards by the force of Cheetor's jets. He stared after Cheetor, knowing that he had no chance of catching him. He turned to see that Optimus, Rattrap and Silverbolt had left the base and were running towards him.

"Dinobot! What happened?" Optimus cried.

"Geez, we leave ya alone with 'im for one cycle..." Rattrap said. "What'd ya do to him?"

"It is Tarantulas, "Dinobot growled. "His constant talking will eventually drive Cheetor insane."

"No! I won't let that happen!" Optimus said. "Silverbolt, you're with me. We have to find Cheetor before he gets hurt!"

He is already hurt, Dinobot couldn't help thinking. His thoughts were interrupted by Rattrap.

"Eh, I guess we should go back in. Only the fly-boys have a chance of catchin' up to him. Maybe Rhinox has somethin' we could help with."

Dinobot was surprised that Rattrap did not make any more comments about him driving Cheetor off, but he realized that Rattrap must have been too worried about his friend to bother with annoying him. He nodded and followed Rattrap back into the base.


"You're flying, aren't you? I can hear the wind around you. You wouldn't be thinking of coming to find me, would you?"

Cheetor lost his concentration and dipped down, nearly crashing into the treetops. He recovered and managed to fly through the trees, finally landing in the jungle, where he stood panting for a moment. "Yeah, I'm comin' to find you and make you shut up! We know where your lair is now!"

Tarantulas laughed. "You won't find me there. That entrance has been sealed off and I have moved. Sorry, pussycat. My fun isn't over yet."

"Stop talking! I can't concentrate!" Cheetor cried. He maximized and looked around him, suddenly realizing that he was very tired and he had no idea where he was. "Where am I?" he said shakily. He only vaguely remembered flying away from the base. Primus, it was so hard to think! And Tarantulas just kept on talking...

"Poor little Maximal! Are you lost? Don't worry, I have been tracking your position. I know where you are."

"Where?" Cheetor whispered, ready to collapse from exhaustion. He did not notice the pair of dark optics that had been watching him from behind a tree ever since he had landed.

"Wouldn't you like to know?"

"Tell me!" Cheetor wanted to leave, but he was too tired to move.

The owner of the dark optics wondered vaguely who in the Inferno the Maximal was talking to. A gun appeared from behind the tree, aiming at Cheetor.

"No. I'll let you find out for yourself. I can tell you're tired. Why don't you take a nap here? Then all your troubles will be over. You know how much you want to sleep..."

Leaning against a tree, Cheetor sank to the ground. "No, I can't... have to stay awake..."

"That's right, just sit right there. Don't worry, someone will find you. It's just a matter of who gets there first."

Cheetor banged his head against the tree to try to shut out the voice. If only Tarantulas would stop talking, just for a moment, he could think! "Shut up, shut up, you stupid spider...get out of my head..."

The gun aimed at him suddenly lowered, as if its owner had had a change of heart.

"If you want, I'll tell you where you are, but it won't matter. It's already too late."

"Where..." Cheetor began, too tired to finish the sentence.

"Predacon ground."

Cheetor barely had time to gasp before he was hit with a dose of cybervenom. He blacked out. The bot who had attacked him advanced on his fallen form.


It took only about ten cycles to complete the task which to almost anyone else would have been impossible. Cheetor's assailant worked quickly and expertly, replacing everything and leaving no trace of the work that had been done. The air suddenly hummed with the sound of approaching jets, and the bot ran off into the trees.


"Silverbolt! Down here!" Optimus called as his scanner picked up Cheetor's weak energy signature in the jungle below. The two of them landed to find Cheetor unconscious.

Silverbolt maximized and examined him. "It appears as if he has been shot with cybervenom."

"Then let's get him back to base and into a CR-chamber as soon as possible," Optimus said. Silverbolt picked up Cheetor in his arms, and the three of them headed off back to base.


Just out of range of the Maximals' scanners, Blackarachnia stood and watched them fly off. "No one--- not even a Maximal--- deserves to have that maniac in their head," she said, "but next time, it's a lethal dose of cybervenom for you." She turned her attention to the device that she was holding between her pincers and crushed it, smiling as she imagined the cry of rage that echoed through Tarantulas' caverns. "Sorry, Tarantulas, but this makes one less twisted scheme you're going to pull off." Firing a line of webbing, she flew off through the trees.


"How can that be?" Optimus asked incredulously, casting a glance towards the CR-chamber in which Cheetor sat, healing from the effects of the cybervenom.

"I have no idea, but the scan is clear. It's gone." Rhinox replied, shrugging his shoulders. "And with no damage whatsoever to his core processor."

"Perhaps Tarantulas had a change of heart?" Silverbolt offered.

"Eh, not likely!" Rattrap said. "That guy is pure psycho. Why would he pass up a chance like this one?"

"Maybe Cheetor knows what happened," Optimus said, turning towards the CR-chamber as the computer stated that the repair cycle was complete.

The door opened but Cheetor still sat inside, looking bewildered. "Huh? What happened?" he asked.

Rattrap groaned. "You were 'sposed to answer that one fer us, kiddo."

"We found you unconscious in the jungle in Predacon ground, shot with cybervenom," Optimus told him.

Cheetor shook his head. "I don't know what happened, but…" He smiled suddenly. "It's quiet. He's gone!" he said, with a great sigh of relief. "I don't know how you did it, but thanks, guys!" He walked out of the CR-chamber and held up his hand to Rhinox for a high five, but Rhinox just stood there.

"It wasn't us," Rhinox told him. "The device was gone when Optimus found you."

"Then who---?" Cheetor was puzzled. "The last thing I remember was landing in the jungle, and Tarantulas told me I was in Predacon ground. Then something hit me and I blacked out."

Optimus was getting an idea, but he had no clue as to what possible reason a Predacon would have for helping Cheetor. He decided that they should let the matter drop for the moment. "We'll figure it out later," he said. "I'm sure Cheetor could use a rest now."

"It was a good nap in there, but I'm still tired," Cheetor said. "At least now I'll finally be able to sleep!"

Optimus smiled. "I'll walk you to your quarters."


Cheetor collapsed onto his bed. "This is gonna feel so good," he sighed.

"Is there anything you need?" Optimus asked.

"Just don't wake me up unless it's the end of the world." Cheetor closed his eyes. Optimus chuckled and turned to leave.

Cheetor tried to relax but couldn't seem to. "Hey, Big-Bot," he suddenly called.

Optimus stepped back into the room. "Yes, Cheetor?"

"Do you ever get the feeling that you've forgotten something really important, and you just can't seem to remember what it is?"

Optimus tried to hide the sorrow that passed over his features. He was the only one who knew what Cheetor's sacrifice had meant to him. He wished that there was a way to return Cheetor's memory now that this was all over, but that was impossible. No one had known exactly what it had been except Cheetor himself, and now it was too late. Optimus thought it best not to mention it at all to spare Cheetor's feelings. "Just try to get some rest. I'm sure it'll come to you." Knowing that it never would, Optimus sadly stepped from the room and closed the door behind him.

Despite his exhaustion, Cheetor could not seem to sleep. He wracked his brain, trying to figure out what was bothering him, but nothing came to him. Eventually he became too tired to think about it any more. It's okay, he told himself, it probably wasn't that important anyway. With that thought, he finally drifted off to a peaceful sleep.