This is an alternate story of the Beast Wars, Where the benevolent rebel leader Megatron is fleeing the iron grip of the Maximal Empire.



Rattrap, the two-bit cowardly thief who snuck aboard the ship hoping to steal its precious cargo (stasis pods).

Cheetor, dull-witted and slow to react this young bot is almost useless in anything he does.

Dinobot, Predacon traitor he is dishonest and has a yellow stripe larger than the Milky Way the only redeeming quality is the information he can give on Predacon technology.

Optimus Primal, evil and sadistic this Maximal General is utterly malignant he can focus on two things only: destruction and power.

Rhinox, the mad scientist of the group Rhinox is a crackpot and will often design a device to hurt a fellow Maximal out of sheer spite.

Airazor, is the reconnaissance member of Primal’s team though this is limited because of her falcon mode and her acrophobia.

Depthcharge, the underwater and demolitions specialist he would be the perfect warrior if it was not for his overwhelming paranoia.

Silverbolt, rude and obnoxious the only reason he still functions is his willingness to cheat and play dirty on the battlefield.

Tigatron, pyromaniac; revels in the destruction of nature if you can stop getting to kill innocent flora and fauna he makes a formidable enemy.


Megatron, a benevolent and kind leader he respects his troops and always plays fair.

Terrorsaur, perfectly loyal to Megatron and happy in his place in life the Predacons can always count on him for help or advice.

Scorponok, a brilliant chemist and a wonderful spy his only fault is he isn't sure if he is loyal or not.

Tarantulas, tries to be helpful but always bumbles his way about he can alwaysmake you laugh even in the direst of situations.

Waspinator, Megatron's most valuable warrior all Maximals cower in his presence his brilliant strategic mind; almost impenetrable armor; and powerful weapons make him invaluable to the Predacon cause.

Inferno, extremely rebellious; with a paralyzing fear of fire; and his medical expertise means that he is more a behind the lines doctor than an up front warrior but will still fight if necessary.

Rampage, a pacifist he will refuse to fight and acts more as a calming authority figure among the Predacons but he will do surveillance if he deems his covert skills are required.

Quickstrike, extremely polite and considerate he finds the need to apologize to every Maximal he fights.

Blackarachnia, retrieved from a downed Maximal stasis pod Tarantulas gave part of his spark to save her life and now the two are inseparable.


Axalon, Maximal Destroyer this ship is nothing but a mass of weapons with engines and enough stasis pods to make its own army.

Darkside, Predacon Science Vessel this ship is scantly armed but is equipped with large medical and research areas plus Transwarp drive.


A transwarp disturbance appears in the space around a primitive world, the ripples affecting the very fabric of space and time cause a tear in the universe. Two ships emerge from the tear, which then repairs itself seamlessly, the first a small craft is seriously damaged while the other much larger craft is hardly scathed and is closing in on the apparently defenseless vessel.

"Megatron, sir, I don't think that the poor ship can take much more damage."

"Very well, Terrorsaur maneuver the ship until the forward cannon is facing the assailants and Waspinator when the cannon is in position fire at full strength!"

"Yes sir Megatron sir."

"Ooohhh yay Wazzpinator finally get to blow zzomething up!"

The ship turned slowly bringing it's weapon into range then Megatron gave the command...."FIRE!!' The cannon blared bringing forth all the little ship had to muster but it struck home, one of the main engines on the attacking craft was obliterated, and both ships began to fall to the planet below.

"Slag it all!! That Megatron has hit the stasis bay! Cheetor! Rhinox! Eject pods and return fire!!"

"Yes sir Optimus Bumble."

"He he, Bumble, good one Rhinox."


"Nothing sir nothing at all"

"Good now less talking more killing!"

But the Maximals never got the chance to destroy the ship as at that moment they hit the atmosphere of the plant and both ships plummeted down to their apparent doom.

Later as the small ship sat in the crater it had made a small probe came up from its hull, scanning beams emitting from it.

"Scorponok, is the scanning of local life forms complete?"

"Yes sir we will now be protected from the planet's radiation."

"Good, Terrorsaur, Tarantulas, Dinobot come here I have a mission for you."

Three figures emerge from the shadows a pterosaur, a velociraptor and a large tarantula.


"I want you three to go scouting if the Maximals survived we must find out,"Megatron, now in the form of a Tyrannosaurus, turned to look at the rest of his crew, "As for the rest of you start repairing the ship, if the Maximals attack we'll need the ship's shields."

At the Axalon’s crash site the Maximals had also gained beast forms and were preparing for what would come.


“Not Now!”

“It’s important.”

“It better be Cheetor or I will personally rearrange your spots!” Optimus turned and saw Cheetor holding a little, shifty-looking robot by the scruff of his neck.

“I found a stowaway, can I kill him oh please can I kill him, it would be so much fun!”

“Not yet,” Optimus bent down and looked the little robot straight in the optics,”do you want to live?”

The little bot started furiously shaking his head,” oh yeas sir please I could do so mumuph.”

Optimus kept his hand over the stowaway’s mouth,”first off shut up”, and the captive stopped squirming,”now can you fight?” One nod. “Good now give this vermin a beast that fits him.” Optimus let the captive go,”Cheetor?”


“Make sure the reformatting is painful, very painful.”

A smile broke out over Cheetor’s face,”Of course sir.” Then he drug the little bot away.

“Even with the rat Megatron still has us outnumbered”

“I’m not so sure,” Airazor held up a communications pad,”it appears they have a traitor in there midst.”

Tigatron popped up wildly swinging guns, “I love it when things get interesting!”

A smirk flitted across Optimus’s face, “as do I old friend, as do I.”

“Dinobot why do you keep fiddling with that communicator,” Tarantulas came up beside the velociraptor, ”shouldn’t you be watching for Maximals? And besides who would you call?”

“It’s none of your slagging business eight eyes!” Dinobot quickly sped up to where he was far in front of the group.

“What’s eating him?”

“I dun no Tarantulas maybe it’s just the stress.”

“Maybe. But I think something else is up.”

As soon as the other two were no longer in earshot Dinobot turned his communicator back on, “here is the location be ready.”

“We will be you just make sure that you bring us the information.”

The cowardly Predacon gulped, “I will don’t worry, I will”

“Alright Maximals, here is the deal, we attack the scouting party capture our ’ally’ and retreat no playing about got it?”

A mixture of a wolf and a eagle looked up with disappointment on its face, “you mean I don’t get to kill anything?”

“Of course that’s what he means Silverbolt,” a rhino knock the fuzor aside, “ the entire mission on the other hand, relies on me getting the little traitor out of there.”

“Oh yes, the almighty Rhinox, anyone can grab him you idiot as long as we get the info.”

“Oh yeah, bird-brain?’

“Yeah! Fat-horn!”

“STOP! Stop fight amongst our selves they’ll be here soon,” a great ape settled down to wait, “and I’d rather not have to kill you two just yet.”

The rhino and falcon looked at him sheepishly, “yes sir,” they mumbled and then settled down into uneasy silence.

Dinobot looked around,”hey guys come look at this.”

“What?” Terrorsaur looked at the area Dinobot was indicating, “I don’t see anything.”

“How ‘bout now?!” Silverbolt leapt from behind a rock and attacked Terrorsaur.” Do these claws feel like nothing to you?”

“Tarantulas Help!”

Tarantulas quickly transformed and activated his communicator,” Predacons alert we are being engaged by Maximals send backup!”

”Right away.”

“Please hurry” Tarantulas looked on the four Maximals approaching, “I don’t think we can last very long.”

“Now, Get Dinobot out of here!” Primal yelled to Rhinox,”make sure not to hurt him!”

“Man this is no fun.” Rhinox transformed and plowed towards the cowardly reptile, “get on!” Dinobot leapt onto his back, “You better be worth this Predacon.”

“No offense but I’m pretty sure I’m a Maximal now.”

“We have what we came for Maximals, retreat!”

Just then Waspinator landed carrying Quickstrike. “What happened to you guys?”

Terrorsaur looked up grimacing from his wounds, “Dinobot betrayed us.” Then he passed out.

Quickstrike looked at Waspinator, “looks like things just got a whole lot worse.”

“Well we better get thezze two back to base zzo Inferno can take care of them.”

“Yeah, no use crying now I just hope Dinobot can live with his actions.”

“Not like he hazz much of a choice now.”

Latter at the Maximal base Dinobot was being ‘welcomed’ into the Maximal ranks.

“Give me the information.”

“Okay, okay here it is.” Dinobot passed over a little chip with the Predacon symbol emblazoned on it. “That’s everything communication codes, weaknesses in the shield, weapons capacity, everything.”

“Good, you truly have earned your reward,” Tigatron brand him.

Tigatron came forth holding a red hot bar of energon in the shape of the Maximal symbol. Dinobot squirmed and tried to back away, “you know I don’t need a reward, I’m perfectly fine, really.”

Optimus snickered and motioned Tigatron forward, “Now where’s the fun in that?”

“We have to get him out”

“Why, he betrayed us willingly let him go.” Rampage looked over some maps of the surrounding area, “Besides he’ll get a just punishment from the Maximals for his help.”

“I can’t allow any being to suffer, you know that Rampage.”

“Yes, Inferno, but there’s nothing we can do, he’s gone.”

“But, unwittingly he has given us an advantage.” Megatron stalked in arms behind his back, “his Predacon signal is still on and I had Scorponok track it to the Maximal base.”

“Brilliant, but what do we do about it?”

“We attack, now when they least expect it.”

“Sir there are multiple blips on the radar moving in fairly fast.”

“WHAT! Move over!” Optimus scanned the computer readout, “By the Matrix your right, good thing Dinobot brought us that chip or it might have been to late.”

“What do you want us to do sir?”

“Get Dinobot and the rat, we’re going to say hello.”

Outside of the Maximal base the Predacons were organizing their forces.

“Scorponok, Quickstrike flank to the right; Inferno, Rampage cover them from the left; fliers make sure Tarantulas gets inside.”

“Yes sir!”

“Predacons attack!”

“Oh, but if only it was that easy.”



Optimus tried to tackle Megatron but the Predacon side stepped and brought his elbow down on Primal’s back.

Primal twisted and kicked Megatron’s legs out from under him. The other Predacons turned to help their leader.

“No, Get the mission done I’ll be all right!”

“Come on you guys I need cover!” Tarantulas was dodging bullet after bullet fired from a turret. “This crazy tiger needs a lesson in pain!”

“FOOL!” Tigatron laughed at Tarantulas while shooting round after round at the spider,” PAIN IS MY FRIEND LET ME INTRODUCE YOU!!”

“No you don’t kitty!” Terrorsaur came swooping down and tackled Tigatron. “Now Tarantulas get inside!”

“Thanks buddy.” Tarantulas slipped past the combatants into the Axalon, “now where is that stasis bay?”

“Hands up legs,” Rattrap cocked his gun,” you ain’t going a step further.”

“Very well,” as Tarantulas lifted his arms two large strings of stasis webbing shot out of his fingers,” or not .” Tarantulas moved on down the corridor and came out into an open space, which was empty. ”Not even one, they ejected them all.” He looked all around but all he saw was junk caused by the crash. “Wait, could it be?” he rushed over to the pile and dug, there dying was a protoform. “There’s only one choice but it could kill me, what the heck.” Tarantulas opened both his and the protoform’s spark chamber when both were released a piece off of Tarantulas’ flew into the weakened one. The protoform began to glow as it scanned Tarantulas’ DNA.

“Who am I?” A female transformer lay where the protoform had been, “who are you?”

“You and I my sweet are one, and you will be known as Blackarachnia”

“That sounds nice.”

“Yes it does, Megatron we got what we came for pull out.” Tarantulas looked down at Blackarachnia, ”time to go.” He pulled out his gun and blasted a hole through the roof.

“Glad to see you are having such a good time.”

“Cut the crap Terrorsaur and get us out of here.”

“OK, sheesh, hold on you two.” With that the two spiders grabbed onto Terrorsaur’s leg and he air lifted them out.

“Everyone fall back”, Megatron was standing covering his retreating troops, “glad to see we managed to save one.”

“As are we all Megatron”, Tarantulas looked down he felt a pang of something unfamiliar, something he’d never felt before, “I just wish her life didn’t begin with fighting.”

“I feel the same way Tarantulas but if we wish her to see peace we must win this struggle, which shall go down in history as the Beast Wars!”

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