Transformers: Beast Wars created by Hasbro then written and animated by Mainframe Entertainment.

Thanks go out to the show's cast and crew and all the authors and admins from the now defunct Beast Wars Anonymous (welcome dot to/BWA). Was awesome while it lasted :)

Maximals ('Good guys')

Transmetals (Upgraded metal forms with third vehicle mode): Optimus Primal, Rattrap, Cheetor

Regulars (Simple robot to fleshy animal transformations): Rhinox, Dinobot, Airazor, Tigatron

Fuzors (Odd animal/animal hybrids with equivalent robot mode): Silverbolt (wolf/eagle)

Predacons ('Bad guys'):

Transmetals: Megatron, Tarantulus,

Regulars: Blackarachnia, Waspinator, Inferno

Fuzors: Quickstrike (scorpion/snake)

Created: Narrator (unknown alliance, unknown type)


'The Leon' starts here in a version of Beast Wars' Second Season, sometime after Maximal No More.

Well, I guess we should start with a beginning…


Take how a Beast Wars episode starts; the theme song playing as this season's batch of clips roll by. Then, instead of recapping the last show, or starting a new one, the screen dissolves into static. Quickly, the 'snow' clears, leaving behind a shot of someone's head against a background of streaks and stars.

"…Measured in rads instead of degrees," the figure murmurs as the white noise fades away. "A Breen is eight-point-six Earth seconds, but is a second the same as a Maximal klik? Or just a point of reference? And how many lunar cycles go into decacycles and months passed between..."

The speaker is turned at an angle, so the blue cloak he's wearing hides his face, but he does seem to be canine. One ear sticks out enough for you to see the lines of circuitry embedded in the fur, but most of his earring is hidden by a fold of the hood. From the ear's twitching you can also tell that he's somehow 'heard' you.

"Oh, hello," he remarks suddenly. "I'll be your Narrator for this evening."

"Who wolfiebot talking too?" someone buzzes off-screen.

"Shush," commands an oddly flat voice. "Insect want to wreck the foreshadowing?"

"Wazzzpinator izz sorry… But not have to be picked on…"

You watch the stars in the background slow, along with the voices and the humming of engines, as the first figure raises a gray hand. Soon, everything has stopped.

"Ahem," says the Narrator, his voice echoing in the silence. "Time loops. They're annoying, but they do come in handy sometimes."


-Timestop, Bridge of Mysterious Ship-

"Well, I guess I should outline the setting," he continues, shrugging. "For those of you not quite familiar with the world or the time I'll be intruding upon. The planet is Earth, the date is not important though time does play an important role and the place might be deep in prehistoric Africa, but who knows?"

"Oh, yes. The crew hails from Cybertron, a metallic planet whose transforming inhabits have long been split into warring factions, though the current scuffle is between the 'peaceful' Maximals and the voracious Predacons. Neither's quite right, in my opinion, but the point is the Maximals are not trying to destroy history. This particular band of Predacons has stolen a very powerful plot device and gotten stranded along with the crew of the Axalon for its trouble. Both sides have gotten a lot more than they bargained for…"

"And as I was saying, I'll be your Narrator for this evening," he repeats, somehow pronouncing the capital letter. "Though, I guess it can't be evening if your time scale's based more on other time scales than…" He pauses a moment to collect himself. "Pardon me, I tend to ramble and repeat myself. Now let this begin."

When he trails off dramatically, the camera swings left, dodges a floating black sphere, glides through the cockpit's viewscreen and then swings about. You get a clean view of the oddly built craft as the camera dives into the wake left by the frozen ship in Transwarp space.


-Noon, The Stranded Axalon-

All is dark.

"Everything's been quiet, since those two got back, so I might as well cut this thing up," says someone whose eyes glow red in the blackness. "I bet there's somethin' in here we'll need, sooner or later."

Then, light pours into the scene as the robot steps to the side. You know he's a Maximal from the wolf emblem on the side of his green head, and it would only take you a second to recognize Rhinox's face. Strange, there's something different about the scientist, but you can't quite put your finger on it.

Behind the robot's head you can see a room full of enough parts to make an insane plumber feel at home, if he likes submarines. The tubes and metal framing the camera tell you you're inside a giant machine, the one that sent Rhinox's mind in search of a spark, deep within the Matrix, during an impossible temporal rift. For some reason, the unnamed hulk has been moved across the room to the robot-shaped hole in the wall and, as you consider this, the camera leaps.


-Just Outside-

In a patch of grass, within sight of the ship, someone's set up lounge chairs and a small wicker table. A silver rat with green eyes and a velociraptor in sunglasses are sunning themselves here; they're doing their best to not look at each other. After a while, the Maximal rodent grabs a glass from the table, slurps the liquid, then takes the tiny umbrella and tosses it over his shoulder.

As the little pink thing, with precise aim, soars just past his nose, Dinobot speaks up. "Why does Optimus expect us to put up with this charade? I switched sides, betrayed my leader, came back when the going got rough, and I'm supposed to believe that everyone is perfectly okay with this?"

"Shut up, Bonebrain," says Rattrap, a big cheesy grin on his face. "The boss monkey is expectin' us to be getting along like old friends and I'm not going to be working double shifts because of you. So make nicey-nice and smile for the camera and you might just live to regret what you did, ya cheatin' double crosser."

"Vermin, I believe I regret some parts already," the ex-Predacon answers, his grin showing all too many teeth. He is probably referring to sparing the rodent's life.

The giant rat with the attached car seat raises an eyebrow and is about to reply when an explosion rattles the screen. Then all is calm, as a faint wave blurs the features of the figures in the grass, heading out in all directions.


-Underground Lair-

Elsewhere, a Transmetal spider is sitting on the rocky floor of its lab, examining some blueprints with all its eyes. With all the sensors and doohickeys in the room, not to mention the scientist, it is strange that the only ones to notice the small ripple passing through everything are you and a very small beige box. The box blinks a green light a few times. Suddenly, an alarm fit to sound the end of the room goes off, neatly leaving the arachnid hanging from the ceiling.

"Tarantulus, terrorize," the spider murmurs and as he drops he unfolds into a garish robot.

With his hurried words, the commotion stops and monitors across the room start flashing in bursts of Japanese, English, Binary Code and Portuguese. The mad scientist moves to the console, his memory decoding everything as the bright datastream floods the room.

A short flashback with voice-over shows a fellow servant of the Tripredacus Council sneaking the system, as well as most of the lair, aboard the spider's ship before it took off, so long ago. That spy had known full well none of the crew would ever go within ten steps of a crate marked Vegetarian Rations.

"A temporal anomaly? I knew that simpering fool couldn't wait until he had the Ark safely in his grasp," Tarantulus murmurs, mouth-parts quivering. "Computer, what has been altered?"

{Nothing,} replies a female voice from deep within the equipment.

"What?" he exclaims, his eyes narrowing. "So they follow me, even here."

{Syntax not accepted.}

"No, it wouldn't be, would it?" he states, his tone sending things scurrying for the far corners of the room. "Computer, what exactly set the detector off?"

{Spontaneous appearance of a Maximal stasis pod at coordinates…}

"I see," interrupts the spider. "Projected age of pod?"

As new data floods the screen and his eyes widen in shock, we hop again.


-The Quiet Place behind the Axalon-

The explosion's last echoes fade in the distance. Rattrap and Dinobot are still here, as well as whatever has been different about them and everything else you've seen this episode. You know it was there before the explosion, but you still can't put your finger on it.

"Here we go again," says Rattrap, shaking his head. "Rhinox just had to try and work while making sure ya don't get what you deserve."

"Now who's Mr. Grumpy," asks Dinobot, sarcastically. "Isn't this a fine cheerful day; isn't the lemonade just dandy?"

"Yeah," the Maximal mutters around his glass. "Strange how well it mixes with that liquid energon you dug up."

The raptor's eyes are safely hidden behind his shades, but his tail twitches, just a bit. "Strange how we found lemons."

"Hey," the rodent growls as the camera zooms in on a hole in the side of the Axalon. "You didn't happen to swipe this from my secret stash, didja?"

As Dinobot defends himself, you watch a blurry image of Rhinox check out something he's holding, then glance behind him. Surprised, he lifts the panel like a line backer and is running for the door.

Then a final explosion blows him, and most of the lab, out of the ship, directly at the two in the grass.

When the dust clears, the blue lemonade has spilled, a bruised Dinobot has saved the panel at the cost of a few ribs and Rattrap is standing over the small crater left by the cobbler.

Everyone's coated with tiny pieces of wicker.

The dented Rhinox says one thing before he slips into stasis lock: "Someone's Coming."

You get a glimpse of the unreadable text on the panel and the sticker with Cheetor's paw print before the view recedes dramatically. It stops about a mile away, in the middle of a huge cloud of buzzing.

"Brownbot izzz busted! Oooh," someone squeals as the camera 'nods', apparently you've been watching this scene through someone's eyes. "Wazzpinator knowzzz Megatron will be glad to hear thizzz!"


-Underground Lair-

The scene wipes to Tarantulus murmuring to himself, his features lit by the flickering screens. "I see. This could upset everyone's plans quite a bit," he says musingly, then smirks as best as he can. "Of course this is a spectacular opportunity to do what I've wanted since we landed on this dirtball."

You watch as the arachnid turns to a giant panel and, pressing buttons, tunes into his commander's recuperation tank. The villainous Megatron, scourge of the galaxy, a robot so power-hungry he would unravel time itself, is taking a nap with his little yellow rubber duckie. "Ah, yes," the Transmetal says, suddenly awake. "Megatron here, what is it?"

"Oh, hello, fearless leader," Tarantulus answers, the sarcasm fairly oozing from his voice. "I hope I didn't wake you, did I?"

"Oh, of course not," Megatron replies, tapping a tile behind him. "Now arachnid, you've been missing for quite a while now, what have you been up to?"

"Well, honorable Megatron, I've just called to say that I quit."


"Temper, temper. I'm not sure which is worse; your lack of self control, your stupid plans or your breath. Goodbye," he cackles, somehow cutting his side of the connection while leaving the purple robot onscreen.

"I can't say I'm surprised, but how careless of him, calling from his new lair," Megatron gloats, tapping his fingers together. He grins until a hidden panel pops open, apparently with the wrong information. "Slag! I almost had that deranged excuse for a Predacon, now I'll have to do this the hard way!"

"You'd think that idiot would remember who wired his ship in the first place," Tarantulus gloats as he turns to face you, not having seen Megatron's very small smile.

The camera jumps from this place of rocks, wires and tubes, to a more sane and ordered place.


-The Command Center of the Axalon-

Here, you can see the conference table, the familiar chairs and pillars and screens that make up the room. Also here are the six Maximals now living inside the base: Rhinox, healing inside the CR chamber, the four gathered around him and Cheetor, who's sitting across the room, playing solitaire.

Their gorilla-shaped leader, Optimus Primal, reaches up, spreading his fingers across the transparent surface. "Well, old friend," he says kindly. "It looks like you're down for the count."

"And it couldn't have come at a worse time," growls Dinobot angrily, from his less scaly robot mode. "With our sensors only now picking up the presence of a pod, deep in unfamiliar territory… The Predacons have as much a chance of finding it as we do!"

"Oh," grunts Rattrap, idly tapping a foot. "And, I'm sure you'd feel jus' as bad as the rest of us if that happened, wouldn't you?"

The raptor turns as if slapped and the camera starts hopping between their scowling faces. "And what exactly are you implying, garbage crawler?"

"Exactly what it sounds like, traitor," Rattrap states, advancing on the warrior. "Like I'm just going to keep my mouth shut forever… Especially after youse had the nerve to swipe something from me!"

"I've had to suffer through your presence, vermin, for every cycle since we crashed on this pitiful excuse for a planet. Yet, I'm still shocked at the depth of your depravity," he answers quietly, holding his ground against the rodent, whose robot mode has grown a lot taller since last season. "You're actually more concerned about the theft of something you can buy at any corner on Cybertron, than of a one-of-a-kind item that could cost us all our very lives!"

"That's quite enough," Silverbolt commands, a stern look on his wolfish face as he forces the arguing Maximals apart. "Dinobot, there's no use getting angry, this is not Rhinox's fault. Rattrap, we need to work together if there's to be any hope."

"Silverbolt," the two yell, together for once. "SHUT UP!"

"Leave them alone," says Optimus from his crouch by the chamber. "It's healthy. Right now we need to get an exact fix on the pod before sending someone into the field. There's no use in transmitting information that's just going to fall into Predacon hands… I can't for the life of me figure out how they set up that tap so quickly."

"It wouldn't matter anyway," says Cheetor, well, the back of Cheetor's green head as he isn't facing the camera. "Big R could hack it in ten kliks flat."

"In case you haven't noticed, kitten," snarls Dinobot. "Our computer expert is offline, chasing butterflies in some forsaken place."

"And it wouldn't surprise me," Rattrap chips in. "If the Preds knowin' that little tidbit had somethin' to do with you, ya triple-crossing slime for brains."

"Hey, I've got it!" the feline exclaims, suddenly spinning in his chair. "If all we have to do is keep the Preds from finding th' pod before their tap goes kaput, there's a little whammy I saw in Rhinox's lab that should do the trick!"

"Is that how your name got on that 'Pod Search' thing," asks his leader, pointing at the lamp-sized hunk of machinery. "You know, the thing that probably caused the explosion?"

"Hey, guys," comes Rattrap's voice from off-screen. "I think ya better come look at this!"

As they turn their heads everything fades to black.


-Sunset, The Badlands-

The camera fades in on a close-up of a hawk; it flies toward you, outlined by the setting sun. The land below is barren and brown, a relic of the aliens' last attempt to destroy the planet.

A series of flashbacks show you that the hawk is in fact Airazor and that it has been over a week since she and her tiger friend left the Axalon, vowing to find the lost stasis pods and the Maximals within. They haven't found a single working protoform, just an emergency shell and one with sparkless contents, mindless and useless. They'd tagged both as Rattrap's souvenirs and trudged on.

"We've been having such bad luck," Airazor mutters as she flaps along the blasted plains. "I'm beginning to feel there's some sort of conspiracy."

She wheels about, completing her final round for the night, as something silver speeds through the gully below her. You know that if she'd turned a second later, she'd have missed it completely.

"What is that thing?" she asks herself, her eyes telescoping as the camera tracks the thing in question. "Tigatron, if you can hear me, you should home in on my coordinates… I think I've found a friend."

Elsewhere in the Badlands, Tarantulus is standing outside his secret lair. The fake boulder is set into the rock and he's completely confident the entrance is hidden to prying eyes, if not quite the other senses.

He pulls out an odd looking receiver and twists a knob until it starts giving off a strange noise. After listening a bit, you decide that it's three pairs of legs walking through cornflakes.

The Transmetal suddenly looks at the horizon as his visor slides down, blocking what's left of the light. It's still too blinding for you to see what he sees, but the camera does get a good shot of his wheeled mode racing into the sun's last rays.

Twilight falls. This is the tropics, despite the snowy wastes, so it won't last long.


-Between Places-

The camera is flying over a forest, as a streamlined shape lands on the tallest tree. The silver green cat tucks in its engines and unfolds into Cheetor, the branch swinging wildly under his weight.

"Okay, now that I have the pod's exact location I can go there, set up the forcefield and be gone before the Preds know what's happening," he says to a very surprised owl. "But snake eyes and loopy have just entered the forest and the radio's out, so all I have to talk to now is you."

He reaches behind his back and pulls out a weapon, scaring the owl completely off the tree. Whatever he's holding it's huge, has a trigger, a lot of holes and painted flames everywhere.

"Then I've got to distract the goons until the good guys get here, but Optimus is still a megacycle away," he groans, shaking his head. "This is my plan so I might as well get started."

He points the launcher at the sky and fires, sending hundreds of little blinking cones into the air. From what you see of the panel on his wrist, each of them is releasing the same homing signal as a damaged, but stable, stasis pod.


-Night, Makeshift Observatory-

As the camera focuses on the starry sky, you hear someone say: "Oh, how I love looking at the stars on a clear, dark night."

You hear shuffling feet as the camera swings and focuses on a nebula or two.

"Let's see what's in the stars," he's saying when Silverbolt's muzzle fills the screen.

"Rattrap," growls the yellow-eyed Maximal. "I finished the day shift some time ago, it's your turn for guard duty!"

"Bird-dog, I only got this setup ready last megacycle. C'mon, a few more kliks won't hurt, right?"

"Oh, I guess…" he grimaces.

"Thank… You!" the Transmetal exults as you get your first look at the telescope and the hull of the Axalon below, gleaming in the moonlight. "Now, as I was saying, here we have Jupiter, the quarter moon, home sweet home, interrupting wolf… Hey! Didn't we just finish talkin' about this?"

"Uh, Rattrap," the fuzor murmurs, pointing, his wings stretched. "Do you happen to see that purple thing, low to the ground?"

"Yeah, puirple. Sure," grunts the rodent. "Would ya mind movin' your wing out of the way?"

"Oh? Sorry, but I thought I might-" he attempts. "Never mind, I can see it from here."

As the camera focuses on the starry sky and the purple blotch on the horizon, Silverbolt continues: "What are… they?"

Then your view fades to black.



While you still can't see, you hear: "They're a pair of stasis pods... Glowing puirple."

The scene fades in where it left off. Rattrap is at the telescope in the burnt shell of the relay tower, on an outcropping overlooking their base. Silverbolt is also there, leaning against some of the makeshift observatory's wiring and monitors.

"That's a... very familiar shade," hazards Silverbolt. "Do they normally shine like that?"

"Nosirrree Wolf. It's not even an atmospheric effect. Look."

They switch places as the purple dot gets perceptively bigger. The wolf-eagle fuzor stares into the lens a bit, while Rattrap scratches his head.

"Did anyone see the most recent pod landing?"

"Eh, silver spaniel, there's not exactly 'sposed to be any pods still in orbit, they all crashed with you. Remember? Sides, we just started picking up this pod's signal in da middle of a fog bank... Could've been a late riser, y'know?"

"But, since these pods are up there now, without our devices tracking them... I wouldn't be remiss by suggesting that not only did our friend just land, he was shining on re-entry?"

"Pal, anything's possible. And apparently that includes them up there," Rattrap replies, waving a hand. "But how we gonna check it? Fearless leader doesn't want any long-range contact unless it's an emergency, and..."

"We might be able to compare the sensor logs," Silverbolt yells as he shifts to beast mode. "To the Command Center!" He takes off, wings spread wide, his internal soundtrack playing a champion's bugle call.

"I hate it when he does that..." mutters Rattrap. "Hey, muttbrain! Wait up!"

Your view switches...


-A Mountain Range on the Edge of the Badlands-

This place is all crevasses and ice; a perpetual storm seems to hover around its peaks.

"Man, I don't want to be here when that hits," mutters Airazor as she flies along a ridge.

"You know these Summer storms," he answers, keeping pace below. "All lightning and no rain."

"Is that supposed to make me feel better?"

Whatever his reply would be, it's cut off as they come to a steep drop. Below them is a silver and red Predacon, quite obviously part ant, watching the flying projector as it zooms close by. Screeching to a halt, the device's various pieces break apart, forming a matrix between them. A Predacon female appears as the grinning robot salutes.


-The Command Center of the Axalon-

In the empty place, all is quiet for the moment. Then the sky hatch irises open and Silverbolt, beast mode, lands heavily on the center table. Rattrap soon enters from the elevator shaft, to find the winged doggie already pushing buttons rapidly.

"Computer maximum zoom on coordinates..." Silverbolt thinks for a moment before continuing. "Ah, Zero, Zero, Something... Rattrap, I would appreciate some assistance here."

"Hey, all you had to do was ask," Rattrap says, taking a seat at the console. He punches a few more buttons and a hologram of the incoming pods pops up on the center table. "Anyway, we're back in the base so you can just Maximize any time now."

"This first," Silverbolt asserts, scratching with a canine hind leg as he scans the diagram. "What on this Earth does that little yellow symbol mean?"

"That's the logo on the pods we loaded onta the Axalon as blanks... Eh, you're supposed to know stuff like this."

"My datatrax were damaged," he states, turning to glare at the rodent. "Remember?"

"All right," Rattrap concedes, taking a step back. "But ya do seem to know your way around this ship well enough."

Silverbolt idly examines an avian claw. "Well, I do seem to have an aptitude for flying."

"Anyway, only one thing ta do now," Rattrap says as the camera speeds out, through the roof.



{See, Megatron,} says the yellow and black image, looking to her right. {I told you I could get the subspace adjustments right... And you, Inferno. What do you have to say for yourself?}

"The Royalty is my leader and I am proud to be under his command," he states automatically, as the female is roughly pushed out of the projection and the purple and black leader takes her place. Then your view neatly switches to the Predacon base.


-Predacon Command Room-

{Oh, my Queen!} Inferno's image onscreen exclaims, saluting again. {It is good to see you. Unfortunately, I have nothing new to report.}

"Thank you, Inferno," Megatron replies, holding his head. "But why do you still insist on referring to me as your 'queen' when I am, as you yourself admit, MALE."

Inferno's image appears somewhat stunned at this response.

{But Royalty, you ARE my Queen,} he says as Megatron groans.

"Haven't I ever explained to you WHY I don't want you to call me that?"

{Why, no, my Queen. You haven't...} he contends anxiously. {Surely something must be wrong with your datatrax or you would remember.}

Blackarachnia raises an eyebrow at the astonished leader. As he blinks startledly, the camera hops back to the icy outcropping.



The Maximals eavesdrop from above as the stunned Megatron gathers himself for a response.

{Why, I guess, I haven't...} he hazards, thinking. {Then the fault lies in my court Inferno, yesss... Queen should only be applied to female leaders, which I definitely am not.}

"I too apologize my Queen, for perpetuating my mistake..." Inferno executes a bow, but freezes mid-gesture, thinking for once in his life. Confused, he asks: "But Royalty, if you are not my Queen, then why do I serve you?"

The tyrant groans in reply: {I'll explain back at the base. Megatron out.}

His image dissolves as the projector swings around, heading towards the newest pod landing as well as Quickstrike and Waspinator. Soon, the view jumps somewhere else.


-Between Places-

From where the camera is now, you can see Tarantulus enter a long stand of trees. The forest he's in suddenly rises from the tortured ground as if a knife had sliced one edge of it off, though the exact line is blending as time passes. This view is held for a few kliks, then fades to black.

For your viewing pleasure: the forest at night. Something is silhouetted against the sky, then disappears, but the camera keeps pace. Quite soon you see a sapphire gorilla on a jet board. Dinobot, robot mode, is also there, his feet dangling off the edge. He looks grumpy.

"I don't understand this," the Maximal leader says, looking below. "There shouldn't be this much vegetation here for at least another decacycle."

"Optimus, what I don't understand is..." Dinobot trails off, moodily. "Why me?"

"Well, we needed at least two to guard the Axalon, Rhinox is still in the CR chamber after-"

"And with Cheetor's plan to sidetrack the Preds before they reach the pod," Dinobot interrupts. "I was the obvious choice... Yada. Yada. Yada. Of course it's not going to be alive, everyone knows that. If it was it would have opened already. And that's the only reason you're letting the cat plan this anyway. I ask again... Why me?"

Optimus Primal sighs in response: "We're doing this because we can't afford to take chances, even though Megatron isn't exactly rushing out himself. Also, Silverbolt has hardly even seen a stasis pod on this planet, let alone knows how to work on one..."

"And I'd make a much better impression on the new Maximal than the Vermin... Right?"

"Yes," Optimus answers, smirking. "Quite. It'd be nice to see a new face, but this is a low priority event. In all honesty the chances of anything intelligent surviving on the ground for this long is slim to none."

"Fine then," Dinobot growls. He goes on to mutter something about the dampness and always having to be carried everywhere when...

{Cheetor to Optimus. Come in!}

"Speak of the Furball..." the ex-Pred grumbles as his new leader answers the comm.

"This is Optimus," he says as they enter the mass of the fog bank, cutting off any possible view of the incoming pods. "I thought I told you to maintain silence until we worked around Megatron's latest scheme."


-Predacon Command Room-

The Predacon commander is sitting in his throne, eavesdropping.

Emerging from the command globe, Cheetor's voice speaks rapidly: {Oh that frequency splitter he's cooked up? I can't even see why he bothered, Big R could wreck that in ten cycles flat.}

{But we don't exactly have him right now, do we?} Dinobot responds as Optimus tries to shush him.

"So Waspinator's report was true..." Megatron murmurs to himself. "I guess that fool does come in handy sometimes."

{Ahem, even so, you shouldn't call unless it's an emergency.}

{But, Bigbot...}

"Yess," Megatron grins as he rubs his hand across the globe. "Tell me everything..."



The camera jumps to Inferno's back, he's watching the projector swoop behind a spire and out of sight. The blue glow leaves with it and the scene is plunged into darkness, lit by the quarter moon. Your view swings about, taking in the icy outcropping the Predacon's standing on, then follows the line of the cliff and the ominously pointed rocks below. After it zooms up the side of the ridge, you get a look at the snow-capped mountain top and the long, drawn-out ledge where the Maximals are spying on the ant.

As the camera reaches the duo, Tigatron nods to Airazor, eyes glowing in the night, and they back away from the steep drop. Someone dislodges a few clumps of snow which falls down the side of the cliff, right onto the Pred's head, who had finally decided to seek shelter for the night. He looks upward with an insane grin and reaches behind his back; retrieving something you can't quite see in the darkness. He very quietly attaches it to his flamethrower, points it at the ledge above him and pulls the trigger.

The camera cuts to a view of the Maximals as they head back along the ledge, hoping to reach their temporary nest before dawn. Simultaneously, they look over their shoulders as something metallic flies straight up from where their ridge bends around the mountain. As it continues on its way up, their eyes lock.

"Let's hope the insect missed," murmurs Tigatron.

As the hawk nods, whatever the object is suddenly starts expelling lots and lots of light, turning the darkness as bright as day. From offscreen, Inferno, as he starts his propellers, lets out a crazed yell. The scream of rage and challenge is echoed and amplified a thousand times by the glowing orb. The Maximals have barely enough time to recover from the assault on their ears...

"Okay," Airazor volunteers as they prepare themselves. "Don't you just love the days when 'Uh-Oh' is an understatement?"

Inferno suddenly rises from over the edge of the cliff and charges them as the camera jumps to somewhere else.


-Between Places-

Deep in the forest something begins to beep. As you listen, there's also the sound of Tarantulus transforming and he suddenly pops into your view. After he pulls a device out of his back the screen on it lights up, casting a flickering glow on his grinning arachnid features.

"So... The bug got in trouble this soon," he murmurs to himself as sounds of a fight emerge from his earplug. "I wasn't expecting that. Since my invention is now consuming power a hundredfold, it'll wear out in a few cycles. Just glad I thought of this little modification..."

You look over his shoulder as scenes from the battle between Inferno and the Maximals is displayed on his handheld receiver. Apparently, when he redesigned the ant's 'flare' to transmit sound he also had installed a spycam.

"Oooh," the Predacon winces as the fight continues onscreen. "I'll have to study that move later."

Moving distractedly, yet with a purpose, he disappears into the woods.

Cheetor is elsewhere in the impossibly green forest, the edge nearest the Pred's base. His green face frowns as he works out what to say.

"I'm can't say anything relevant, least not at this range," he 'thinks' to himself through a voice-over. "So... here goes the ol' Cheetor charm."

{Well...?} questions his captain over the link.

Collecting his thoughts, Cheetor responds with: "Bigbot, Cheesehead just wanted me to tell ya, your whole area's registering as Purplish. There's a pair on the vine and our optics are getting crispy."

Back in his base, the Predacon's still staring at the globe in amusement.

"Well, that's one way to hide a message, unless that feline has completely lost his marbles. Though I'm willing to bet that they're much more confused than I am."

As if in response, Optimus grunts: {Huh?}

You can actually hear Dinobot rolling his eyes.

{Exactly! Distortion readings are off the scale, fog of war and all, but you can't know what I know unless you rise or fall. Away from you, I'm heading in fast... So don't worry,} comes the voice over the link. {Cheetor out.}

{Well, THAT was useful,} mutters the raptor as the link is dropped.

"I wonder if I'm actually going to be happy I recorded that..." Megatron asks himself, holding his head. Then he grimaces, hitting the globe in frustration as your view 'slide cuts' to a green fist and another bank of panels.


-The Command Center of the Axalon-

"Slag!" Rhinox yells, hitting the controls again.

"Careful," cautions Silverbolt, holding out a grayish panel. "You might break something."

"Yeah," mutters Rattrap as a sentry gun activates above his head. "Like us." Louder, he continues: "Glad yer up and about, Hornhead. What say ya lay this mess out for us?"

"That's the last time I let anyone in my lab without supervision..." Rhinox says to no one in particular, as he takes the panel and drops it on the counter. "Could anyone tell me what this thing is supposed to do?"

"Well..." volunteers Silverbolt. "Cheetor said he might build a training simulator with something-"

"I'll have to have a talk with him later," interrupts Rhinox, moving over to the diagram. "Right now we have bigger fish to fry."

After punching a few buttons, he asks himself in frustration: "How am I going to track these pods if the computer can't even see them? That is, if they're just phased out and not complete holograms..."

"We could just go up to Rattrap's-" Silverbolt says as Rattrap steps on his foot. "Ooof!"

"Rattrap's what?" asks Rhinox as he turns around, interested.

"Me and you are goin' to hafta discuss somethin' later..." mutters the rodent as he turns to meet Rhinox's stare. "Eh, while you were out I took th' time off t' do a little remodeling..."



A patch of snow glistens in the artificial dawn, pristine and utterly quiet. Then a robot slams into it. The camera pulls back, revealing that Inferno has just wrestled Tigatron to the ground.

"Ah, infidel," the ant grunts as he's suddenly pinned in turn. "I see you have been learning since last we met."

"Last time we met, Predacon," answers Tigatron. "I defeated you."

"Your point?"

They tumble a bit more, until Inferno sinks his teeth into the tiger's arm. As the Maximal lets out a scream of pain the camera pulls back to reveal Airazor watching the battle, then focuses on the flamethrower discarded in the tousled snow.

"Like the girl's just going to stand back and watch the boys fight," she says to no-one in particular then dives forward, grabbing the weapon as she rolls to stand in one quick motion. "Freeze or burn!"

Inferno picks the battered Tigatron up and tosses him over his shoulder as he advances on the hawk.

"Enemy of the Colony... YOU SHALL BUUUURRNN!" yells Inferno, breaking into a charge.

She glances aside as she pulls the trigger, so the Predacon dodges the ball of energy and leaps. He lands at the Maximal's feet, pulling the flamethrower from her grasp, and the blast slams into the dazed Tigatron, ramming him into the mountainside.

Airazor winces, but when Inferno pulls his arm back, she steps to the side as he completes the motion. He overbalances and comically falls off the edge of the cliff as a rumbling sound fills the area.

She turns around in time to watch Tigatron being swept up in the beginnings of an avalanche.

"NOOOO!" she yells, shifting to Beast Mode and diving as he too falls off the mountain.


-Makeshift Observatory-

The camera switches to an extreme close-up of a robot's red optic lens.

"Nice setup you've got here," comes Rhinox's voice. "Though, a lot of the equipment seems somehow familiar..."

As he turns his head the view slides away from the telescope's end, to Rattrap's reaction.

"Eh, thanks Rhinox," hazards the rodent. "I, uh, learn from the best?"

"Hmph," the bulkier Maximal grunts as he turns towards a damaged bank of monitors.

Over his shoulder, you can see Rattrap reach behind his back and pull out a metallic box. He waves it at Silverbolt, who nods and begins to dust off a toppled piece of equipment behind him.

"While we're up here, I might as well show you some footage I discovered last night. While we installed this as an emergency shelter, it also served as a good place to store every image the tower received," Rhinox says as the monitors blink on, one by one, displaying events from the episodes Other Voices and Aftermath as seen from an uninteresting spot behind the Axalon.

"That also includes virtually everything that happened around here after the aliens blew up the main relay, sort of a failsafe in case we had to study what happened. It only recorded for a dozen megacycles, but it was enough to retrieve some interesting data."

The other Maximals nod distractedly and return to what they were doing, unnoticed in the background.

"Of course, it mainly resulted in boring images of dirt and fire and stuff," Rhinox continues. "But also this encounter between the Predacons..."

Silverbolt blanches as, on-screen, Megatron holds a blaster to Blackarachnia's head. For about a klik, her eyes change color before the scene shifts again.

"This great view of Cheetor's first outdoor flight, which I've been meaning to show him, as well as Optimus' flight in the pod... Anyway, there's something else," Rhinox murmurs as random images start jumping even more wildly. "Now where exactly was it on the tape?"

Rattrap idly looks up from the table and does a double-take. "Hey! Whoa there," he yells as Rhinox pauses the image, turning around. "Jus' saw somethin' not supposed t' be there... Go back a step."

"Okay..." Rhinox states, blinking.

"Now freeze!"



Tigatron's battered body separates from the mass of snow pouring off the cliff and falls toward the rocky spires far below.

He falls some more

In a truly dramatic moment, just before impact, Airazor is, just barely, able to grab the heavier Maximal and haul him to safety.

She has just set him down when the waterfall of snow tumbling down the side of the mountain finally slows and is about to peter out completely.

With a crazed yell, Inferno bursts through this last trickle of snow sending the particles flying in a fine mist about him. He apparently had managed to duck into a cave on the side of the cliff just before the avalanche started.

He flies directly toward the Maximals, across the precipice, but suddenly his propellers, damaged in the fight with Tigatron, sputter and die, leaving him hanging for a split second in mid-air.

As he falls straight down, he closes his eyes, awaiting certain death like a true soldier.

Something grabs him about the waist and he feels himself begin to rise.

Knowing who it must be, he still decides to accept the help rather than fight it. When he has safely reached the ledge with the unconscious Tigatron, Inferno turns to his rescuer, saying: "You saved me!"

"Why, I guess I did," Airazor answers, surprised at herself. She leans her head, birdlike, to get a different look at him.

"Answer me this, hawk," Inferno questions sternly, brushing himself off. "Is it true that Megatron does not wish to be the Queen because, unlike you, he is male?"

"I would assume so," she hazards, not sure where this is going.

The Predacon-ant whirls quietly to himself until he strikes a smart salute and yells: "Airazor, my Queen!"

She would have been less shocked if he'd asked for her hand in marriage. "What?"

It is at this moment that Tigatron groans and stands up.

Inferno immediately turns to face him, yelling: "Maximal! Destroyer of the Colony! You shall buuurrrrn!"

They face each other and draw weapons but before they can fire Airazor leaps in between them.

"No! He is under my protection!"

There is a 'But, Queen!' from the poorly programmed Pred and a 'Wha-?' from the cat.

"But nothing! When he detonated your empty stasis pod, erm, 'colony', he was acting against my strict orders which he has since been punished for. Isn't that right, Tigatron?"

The Maximal in question catches on and looks appropriately chastised for a bit, then bows to hide a smile. "Yes, my Queen."

"Good, now you two stay here til I come back."



Tigatron pleads, a pained expression on his face: "But, surely there is something I can help you with?"

Inferno, for his part, is angry: "You insist on leaving me alone with him?"

"Yes I do, that's an order. You got that?"

In unison they chorus: "Yes, my Queen!"

"Good," Airazor replies and flits off.


-Makeshift Observatory-

The assorted video banks show a damaged obelisk of an immense size flying across the ground from the direction of the deserts. A beam follows it, recreating forests even as they are destroyed by various energies leaching from the alien device that had, for millennia, masqueraded as the planet's second moon...

"What the heck is that?" Rattrap asks, as the device finally ascends.

Rhinox replies calmly, as if it wasn't important: "The remains of the Floating Island leaving."

"Wha'? Ya mean you knew about this?"

"Sure... You mean you didn't?"

"Nuh-uh," Rattrap replies, looking at the larger Maximal strangely.

In the background, Silverbolt resets the checkerboard, saying: "I wasn't even here..."

Rhinox shrugs. "I was in the CR-chamber the entire time.. Just thought everyone had been too busy to mention it."

"Hey, I was busy being bombarded, remember? So don't look at me."

Rhinox casually dismisses the entire topic. "Okay, now on to other things.."

Silverbolt interrupts, interested. "When exactly did this happen?"

"Right near the start of the tape..." comes the disgruntled reply. "When all the pods afloat, including yours, were knocked down in the Quantum Surge."


"But more important to our investigation." Rhinox says as he fast-forwards the tape, then scrolls it up and left to reveal the trans-ion trail.

Silverbolt jumps up, knocking around the newly reset board. "Of course! Purple!"

"We already figured out what that color reminded us of," the rodent says, nudging the canine. "Remember? We both got a good look at it, back when I was pro-tec-ting the base from you and the Preds..."

Silverbolt grins sheepishly. "Oh, right."

"Actually I'd say its more of a mauve or puce, and... now that I know what to look for," Rhinox says as he punches a complicated series of buttons. "Zooming in and wiping out the interference of the atmosphere a bit... We have a great shot of two very out-of-place pods, quite possibly our 'friends' up there, spiraling up through the column and-"

"If you go a bit forward, I seem to remember having seen yet another pod go through the same twisting dance."

Rattrap glares at the canine as Rhinox confirms this info. "Why didn't you say that before?"

The screen shimmers faintly, changing to a short flashback with Silverbolt narrating: "I didn't know what such a thing looked like, besides I was stunned from Megatron throwing me against a rock. Though I thought I was hallucinating at the time, I am quite sure now."

"Ahem," Rhinox clears his throat calmly. "As I was saying-"

{Airazor to base, come in.}

Rattrap jumps over to a scavenged console and, pressing a button, answers: "Yes, we copy."


-Predacon Command Room-

{Rattrap, I just scragged Inferno. Tigatron was wondering about the social structure of an ant colony, and since we can't ask him...} Airazor's voice emanates from the tapped commlink.

"Scrapped by a Hawk, how demeaning..." the Predacon leader groans, until he is shushed angrily by the spider femme. Megatron stares at her and waggles his foreclaws. This looks pretty silly because he's in robot mode.

She continues, unperturbed: "I'm trying to listen."

Megatron replies "But my dear spider, you do realize that this entire thing is being recorded for future-" but he breaks off anyway when they start speaking again



Rattrap's distinct accent comes through the hawk's commlink. {You do realize Megabrain can probably hear every word we're saying?}

"Of course I do. I know Rhinox is still out of commission. And with that frequency splitter Megatron's cooked up..."

{Actually I'm here.}

Airazor pauses then yells royally: "Then get to it immediately!"

{Yes, Ma'am!} Rhinox replies, surprised.

"Airazor out," she concludes, severing the link. "Fine... Thesaurus for 'Queen'... 'Monarch'? I like that. Computer cross-reference types of monarchs," she says to herself, as she moves to rejoin her 'troops'.

The camera pans to reveal Inferno and Tigatron arm wrestling over a nearby rock, just as the flare/spider-spycam runs out of power and descends to the ground.


-Between Places-

Tarantulus is just about halfway to his intended destination when he pulls over to the side, retracts his headset, and contacts Megatron.

"Tarantulus to Predacon Base, come in"

{What is the meaning of this communication, sickening spider? Hoping to rejoin?}

"Not at all I just thought there is something you should know... Megs," the spider snickers.

{What on Earth can you hope to surprise me with?}

"Inferno's left your side. And joined the Maximals. Tarantulus out."

Megatron shouts incredulously: {What?}

Blackarachnia asks sarcastically: {Does that mean we can stop saying 'By the Pit' now?}

As the spider severs the link, you can hear that the Maximal Proximity Alert has begun to sound in the Predacon Base.


-Corridor of the Predacon Base-

Despite the urgency of the alarm, Megatron takes a few seconds to try to raise Inferno on the commlink. He fails miserably, saying: "It appears the bug has changed his com protocols. The spot that should be assigned to him is more empty than if he had been scrapped completely..."

The Predacon leader snarls with rage as he instructs the femme fatale to not swing the projector around in what would be a potentially useless search for the ant. Instead he tells her to continue with the 'mission' and that she must use the device to rendezvous with the two remaining loyal Preds, even though the pod they are searching for has no chance of containing a viable protoform.

He stalks out of the room and through the corridors to where he can get a look at the Maximal intruder, muttering furiously to himself as he readies his blaster.

"This is something that never occurred to me. The ant's loyalty has always been without question... Of course it has always been to Queen and Colony, a title which I managed to to subvert shortly upon his arrival. He has always sided with me personally as the legitimate ruler, but it is possible that was only because I was the first and therefore 'true' leader, yess... Holder of the 'title'..."

"Oh, slag," he mutters as the panel lowers, revealing the outside and a flying form in the distance. "I abdicated..."


-Control Room of the Axalon-

Rhinox is carrying on a conversation with the other Maximals as they enter the nerve center of their base. Barely pausing for breath he begins typing in commands, trying to restore safe communication.

"... Yes, I know that when Optimus had died I pulled his spark out of the Transwarp Rift using that ion trail to lead both him and myself home, then gave him a new life with that blank protoform... That was done through complex meditation and calculations, not to mention equipment. There is almost no chance it could happen by accident so we shouldn't jump to conclusions..." he punches a few more keys, before his jaw drops in shock. "Where's Cheetor?"

"Outside of the fog bank..." Rattrap trails off. "Uh, oh."

Silverbolt shouts: "Computer, estimated time and location of impact!"

{Sensors detect nothing approaching 'impact'}

"Computer, if, hypothetically," Rhinox asks, phrasing carefully. "Two pods were approaching from these coordinates at this rate of speed, where would they land?"

The computer gives a time that is not too far away and names the Sector that the Predacon ship had crashed in.

"Display on graphical map with location of Cheetor"


"We're not all going to die..." the Maximal rodent trails off, grimacing.

The camera zooms in on a map displaying the terrain around the Predacon Base. It is marked with two giant yellow X's. A Maximal signature approaching one of them and a Predacon signature is also rapidly nearing the location.

"But he just might."


-Predacon Command Room-

Blackarachnia sits in Megatron's throne as the flying holo-projector reaches the two Predacons in the field. "Predacon Base to..." she trails off as she activates the holographic matrix. "Ugh, this is frustrating... Why do we never refer to this ship by its name?"

{Bossbot don't WANT it to have a name... Somethin' 'bout a paypa trail,} says the snake-armed Predacon, hazily.

"Now that's just stupid," she replies. "Surely we have to call it something besides 'Base'... Something with flair and historic value."


Waspinator's image muses {Wazzzpinator uzzually callz it Darkzide.}

On-screen Quickstrike hits the insect on the back of the head. "Shut up you! Do ya want us ta get in trouble?"

"Darkside? Not the best name but better than none... Well, who came up with-" the spider trails off and, as Megatron walks back into the room, makes a quick leap back into her own seat.

Over the link, the bug continues, oblivious: {Wazzzpinator thinkz it wazz dactylbot.}

"The Maximal actually looped around the Base and I could care less why... what are you two talking about?" Megatron asks as he sinks into his throne.

Quickstrike, thinking fast, replies: {I think they're going on about that needle nose I never met.}

"Oh yes... Terrorsaur. I had almost forgotten his incompetent treachery... May he writhe for an eternity in the Inferno."

Megatron pauses for a klik and, as if waiting for a reply, stares almost - regretfully? - offscreen.

{Hey, bossbot... You okay?}

"Shut up... And find that pod!" Megatron shouts, clutching his head. "No, at this point, I'll do it myself!"


-Shattered Ground, Within Sight of the Predacon Base-

Cheetor's metallic jet/cheetah form lands on the rocky area his personal calculations tell him will be the the landing site for one of the mystery pods. Once he quietly unfolds into robot mode, the camera takes in a close-up of his green face just as he freezes, not even daring to breathe... The camera pans to reveal that Tarantulus is holding a gun to Cheetor's head.

"Well, hello, Tarantulus,"

"Hello, Cheetor. How are you doing?"

"Quite fine, how are you?"

"Well, I... Why-I-outta... Don't do that! Dumb cat..." the Pred chastises, waving his mouth parts. "My head hurts."

"Not as much as mine would if you pulled that trigger. You aren't planning to, by the way?"

"I wasn't but I might as well if you don't shut up."

"Ok, sorry, sheesh. Why are you any-" Cheetor stops at the sound of the safety being clicked off. "Cat shutting up."

Tarantulus gathers himself and states: "You tell me your theory; I'll tell you mine."

"First, do you recognize the color?"

"Of course! It's the same as the emanations from the device which we used to turn Rhinox into a Predacon... temporarily."


Silverbolt's voice erupts from the com: {Cheetor! Come in! Rhinox has reshuffled the signals, it's safe to talk. Hello?}


-Fogbank, Between Places-

Dinobot groans, still annoyed at Cheetor's first and only message. "Any idea yet about what he meant?"

The Transmetal gorilla has just noticed something offscreen, so he answers, in a hushed voice: "... Seems more like violet to me."

Dinobot somehow jumps up from his sitting position to land on the board. "What?" he yells alertly, weapons drawn.

"Hey, watch it... No!" Optimus has time to yell before his jet-board overbalances and they both crash comically, within a few yards of the stasis pod they've been looking for.

The ex-Predacon jumps up again and brushes himself off. "That was uncalled for!" he snarls.

"I could say much the same thing... Optimus Primal, Maximize!"

After a short pause, Dinobot states: "Well... we're here."

The camera pans to reveal that the newest pod is sparking purple, er... violet.

Megatron's flying holo-projector swings into view at this moment, it had been able to physically search through the false signals scattered by Cheetor much faster than the Predacons had been able to on foot. It had just discovered the true source...

It is at this point that the intangible camera you are seeing this through apparently goes crazy and dives straight down into the dirt...

It is dark.

Suddenly there is a scraping sound, and a match is lit.. You can see the face of a canine, grinning.

The furred hand holding the match swings around to reveal that you are in a cave... A filled stasis pod is embedded in the wall quite near the ceiling.



"This Cybertronian has lain frozen throughout the entire time of his stay on the Axalon and his expulsion from it, oblivious to the Quantum Surge or the effects of it. Here he now rests, buried in the ground, unchanged until now... The pod that holds his future remains, currently reduced to unstable ions, has appeared upon the earth above him," the Narrator-Coyote says as he swings the flickering light to illuminate his face. "And the resulting mix will be anything but stable..."

He grins as he blows the match out.