Disclaimer: Beast Wars, Beast Machines and all characters related to those series are the property of MainFrame Entertainment and Hasbro Incorporated. The Transformers and all characters related to that series are the property of Hasbro Incorporated. This fan fiction is dedicated to the cast and crew of all three Transformer generations.

The following story, the personal histories of the characters, portions of the history of Cybertron both past and future, and the briefly mentioned Valnatron are all my creation.

Special thanks goes out to Ben Yee of www.bwtf.com for the use of his "Cybertroninan Dictionary" and reviews of the episodes of Beast Wars and Beast Machines; to Gemini83 for his persistence in making sure I stayed on my schedule; to the talented voice actors who brought the characters to life and the people who worked behind the scenes to give those voices a frame to dwell in and adventures to endure.

Beast Wars: Rememberances
Chapter One; Awake to Fear

"Rattrap." a deep voice rumbled through what had been blissful darkness.

Rattrap rolled away from the voice and covered his head with his pillow.

"Rattrap." the voice persisted.

Rattrap pulled his blanket over his head and muttered "Slag off."

A cold rush of air hit Rattrap's back like a ton of steel beams as his blanket was yanked away. His pillow followed. Rattrap rolled over and opened one optical sensor just in time to see his pillow kamikaze into his face with a loud THUMP!

Rhinox brought the pillow down as hard as he could on Rattrap's head. Rattrap quickly wrapped his arms around the pillow and for a few clicks the two played tug-of-war. When it became obveious that Rattrap wasn't about to let go, Rhinox sighed and lifted both the pillow and Rattrap off of the bed.

"Let go," Rhinox snorted "and get up."

"Why?" Rattrap growled through the pillow

"You just gonna sleep all day?"

"Dat wuz mah plan."

Rhinox sighed and released the pillow. Rattrap slammed onto his bed, his arms still wrapped around his pillow.

"You're impossible." Rhinox said

"Thank you." Rattrap muttered

Rhinox sighed and shock his head "We finally get one day to ourselves, one day out of this entire war that we are POSITIVE the Predicons won't try anything and you chose that day to take a nap."

Rattrap didn't answer. He had fallen back to sleep, arms still wrapped around his pillow. Who could have blamed him? The rain gently tapping the hull of Axalon laid down a melody so peaceful it would have put anyone to sleep.

Rhinox shock his head and started out of Rattrap's room, but just as Rhinox opened the door Cheetor, in beast mode, charged in. He pushed passed the giant Maximal and lept into the air, landing on Rattrap's bed with a THUD. The jult jerked Rattrap awake.

"Come on!" Cheetor urged, grabbing Rattrap's pillow in his teeth and tousing it to Rhinox "Get up all ready, Rattrap!!! We've got the whole day to do what ever we want! Hey, wanna play a Vid-game? I finally found my copy of 'Dawn of the Dark Age'. Heh, would you believe it was under my bed the whole time! Right there, in my Odds-en-Ends Box with my~"

"Kid," Rattrap hissed "I'm givin' ya ta da count a t'ree....den I'm slaggin' ya!"

"Rattrap, get up." Rhinox insisted "No sense in wasting a day."

"Since when iz a cold, rainy fall day a day naht ta be wasted." Rattrap demanded, shoving Cheetor off his bed "En who invited you two inta my room!"

"Rattrap." Cheetor whined

"Look, I've earned dis off day jist like da rest a ya, en I'd like ta spend mine in a state a sleep so deep it's mistaken fa stasis lock!"

"Aww, you're no fun!" Cheetor said

Rattrap reached down and grabbed his blanket off the floor, saying "Turn da lights off when ya leave, I don' wanna know it's day time."

He laid back down on his bed and pulled his blanket over him tightly, angrily. Through the blanket he heard Rhinox and Cheetor leave the room and close the door behind them.

But they left the light on.

He could see the light creeping through the blanket and around the edges near his feet. Rattrap groaned. He didn't want to get up to turn off the light, but he couldn't go back to sleep if it was on.

So, he had a choice. Get up to turn off the light and risk losing his desire for sleep, or just lay in his bed with his optical sensor shut trying to sleep but not really sleeping.

Rattrap growled and threw his blanket off. He rolled out of bed angrily and stomped over to the light switch. He was going to get Rhinox for this!

As Rattrap's hand touched the switch his optical sensors caught something in the corner of his room. It was his Track Box. All his data tracks, both hot and cold, were in that box....and it was open.

Panic quickly replaced Rattrap's desire for sleep as he darted to his box and looked inside. He had brought all his tracks with him, a total of thirty six data tracks, and only two of them were cold. The rest were hotter than the lava surrounding Darkside.

Rattrap pulled the tracks out three at a time, counting aloud as he did.

"T'ree, six, nine, twelve, fifteen, eighteen, twenty one, twenty four, twenty seven, thridy, thridy t'ree, thirdy...." Rattrap swallowed hard. He counted again, slower this time and counting each track.

He was missing one.

Rattrap quickly put his tracks back in his box and closed it, then proceeded to scrutinize his room for the missing track. Tearing his room apart would be a stupid thing to do, considering how his room consisted of a desk with one drawer, his bed, a chair, a lamb and the three boxes Rattrap had brought on the mission. Still, Rattrap looked everywhere, and even though he found somethings he thought he had lost there was no sign of the missing track.

And it was the hottest track he had.

This was the track that got several bots sent to The Pend.....and one delelted.

Of course Rattrap was younger when it all happened. Younger and a touch on the naive side.

He was only 29 stellar cycles old when it all happened, and it happened so quickly. A hasty meeting, questions left unanswered and data track thrust into his hands as his contact disappeared into the night. He didn't know what to make of it all. And now, some 4 stellar cycles later, after running the event over and over in his main frame, he still had no clue what happened. All he knew was he had to keep the data track out of Obsidion's hands and as far from the Maximal Elders as possible.

That's all he knew.

That's all he wanted to know.

AUTHOR'S ASIDE: The Predicons are still recovering and repairing the damages done to Darkside from the energon blast at the end of "Basic Program". They managed to survive because the energon absorbed the last rays of sunlight, which aren't as powerful as noon-day sunlight or lazer blasts.