Beast Wars Anonymous:

Beast Wars and all related belong to Hasbro. The story, its original contents and ideas, and any original characters belong to the author and cannot be used or reprinted without the author's permission.


Fragments, pt. 1
by Neale Davidson (neale@iquest.net)


FADE IN: We see a beautiful GLADE filled with bright green trees and morning dew. In it, TIGATRON, beast mode, and CHEETOR, beast mode, step carefully through. Other than the two Maximals, however, the GLADE is eerily silent.

CHEETOR: Nothing seems to be wrong here. It's all quiet.

TIGATRON: That's just the problem, little cat. Nature is never this quiet in the forest. We must be the only animals nearby.

CHEETOR (sarcastically): Great, now I have to worry when I'm not hearing things.

TIGATRON: Keep on guard. We're not alone.

We PAN OVER and see POLAR CLAW, robot mode, walking towards them. A second passes, and the CYBER-BAT arrives as well, then docks back on POLAR CLAW's shoulder. He merely nods to CHEETOR and TIGATRON as he reaches them.

TIGATRON: How bad is it?

POLAR CLAW: Hundreds of animals were devoured here.

CHEETOR (confused): Where? If Arachnid cut through here, wouldn't he cause more damage?

POLAR CLAW steps aside and indicates the path he had just taken. CHEETOR TRANSFORMS to robot mode and steps forward. He only moves a few dozen feet before seeing what POLAR CLAW was talking about. We do not see it yet, just the shocked look on CHEETOR's face.

CHEETOR (quietly): Great Matrix.

POLAR CLAW: I have followed Arachnid's path through this sector, but he is too powerful. Even the three of us would be little more than mere annoyances in his wake.

TIGATRON steps forward and looks over the scene. A giant carve has been made through the center of the forest, smoke still billowing along the path. TIGATRON steps forward, and sees the SKELETONS of various animals littering along side the burning trail.

TIGATRON (sadly): All this destruction. I did not think Arachnid was capable.

CHEETOR: We'll stop him somehow, big cat.

POLAR CLAW: We must. Arachnid has not only upset the balance, but threatens to destroy it completely.

CHEETOR: Great, big bear. Any ideas on how?

TIGATRON: Faith in Primus, little cat. We'll see it through somehow.

CUT TO: PREDACON HEADQUARTERS. MEGATRON, robot mode, is laying on a MEDICAL TABLE. TARANTULAS and SCORPONOK, also in robot mode, stand over him. A POWER BOOSTER device has been added onto MEGATRON's head. A panel there closes as SCORPONOK pulls away his work tools.

SCORPONOK: It's done, Megatron. I still advise against this.

MEGATRON: What do you worry about, Scorpnok? This power boost is only for the short term, and only enough for us to deal with that traitor Insecticon and his pet Arachnid, yes.

TARANTULAS: Boosts like this one are unstable, Megatron. Your pet scorpion is concerned about your prolonged mental health.

SCORPONOK (agitated): Megatron is our leader, his well-being is our duty. Tarantulas forgets duty.

MEGATRON: Enough both of you. We have to conserve our efforts for the Maximals, and for Arachnid, yes. Now, Scorponok, send out a cyber-bee and try to get a fix on Arachnid's position. We must be prepared to strike if he comes too near.

SCORPONOK's eyes widen at the prospect. TARANTULAS gets visibly nervous. MEGATRON merely stands, his eyes FLARING with a new-found energy. There is a long moment where none say a word as MEGATRON begins to leave.

SCORPONOK (nervously): We're not going to stand off an assault from our base?

TARANTULAS (shuddering): You want us to attack Arachnid directly? We've tried that, it nearly got us all scrapped.

MEGATRON (darkly): You did not have me with you.

TARANTULAS: No offense intended here, but even with that power boost we can't stand against him. Arachnid is a battle-station. The only way to defeat him is to use our own against him.

MEGATRON: But Arachnid is only half the problem. An assault on our base would potentially allow the Maximals to attack us as we recover. I will not risk this ship or her crew to Maximals.

SCORPONOK: I don't think the Maximals wouldŠ

MEGATRON: Perhaps they would allow us to recover, out of noble sentiment, perhaps? No, Optimus Primal is honorable, but he isn't stupid. He'll attack us when we're down. If we attack Arachnid directly, the base can then defend us while we're injured. We will not have that option if Arachnid reaches us.

TARANTULAS gives a worried look to SCORPONOK. SCORPONOK steps back, and shakes his head. TARANTULAS looks over to a viewer, showing ARACHNID's spider mode, detailed with lots of technical jargon near the more important bits.

TARANTULAS (quietly): My readings indicate that an attack against Arachnid would require star-ship weaponry. None of us has that kind of power individually. Not even you.

MEGATRON (growling): You doubt my power, Tarantulas?

TARANTULAS steps back quickly, knowing that he's crossed the line. MEGATRON growls steps over TARANTULAS. The Predacon Commander lifts TARANTULAS with his DINO-CANNON and levels his eyes to his subordinate.

MEGATRON (darkly): Maybe you would like a demonstration.

TARANTULAS: What would killing me accomplish?

MEGATRON: A little idle pleasure, perhaps. But you're right, Tarantulas, yes. We need all Predacons fully active if we are to confront Arachnid. For now, that includes you.

MEGATRON gently sets TARANTULAS back down and turns quickly to SCORPONOK.

MEGATRON: We'll need to eliminate the threat of the Maximals before proceeding against Arachnid. Ready all our forces and put the base defenses on automatic. We attack the Axalon at once.

SCORPONOK (stammering): By your orders, Megatron.

MEGATRON turns to leave, converting back to T-REX mode. SCORPONOK begins to head off, but TARANTULAS grabs his shoulder, gently, and stops him.

TARANTULAS: Two minutes.

SCORPONOK: What?

TARANTULAS: That's how long the chip took to affect Megatron's judgment.

SCORPONOK: Megatron can handle it.

TARANTULAS: That's not what I'm worried about. The question is, 'Can we handle Megatron?'

CUT TO: MAXIMAL HEADQUARTERS. OPTIMUS PRIMAL, RHINOX, and RATTRAP, all in robot modes, are working through the COMMAND CENTER. OPTIMUS PRIMAL is seated, looking at the COMMUNICATIONS VIEWER. On it, CHEETOR is making his report.

OPTIMUS PRIMAL: I understand, Cheetor. Can you tell which direction Arachnid is headed?

CHEETOR: Not really, big bot. Tigatron thinks that he's just following the large sources of food.

RHINOX: He could be stockpiling his energy for an attack.

OPTIMUS PRIMAL (sighing): Thanks, Rhinox, I can always count on you for good news. Cheetor, any sign of Insecticon in the area?

CHEETOR: Not at all. (smirks) I wouldnıt be surprised if our overgrown spider up and ate him.

OPTIMUS PRIMAL: That's a distinct possibility. Keep shadowing Arachnid and let me know if anything changes. Otherwise, keep it quiet. There's no telling which of our signals that Arachnid can pick up.

CHEETOR: Got it, big bot.

The VIEWER goes black, and OPTIMUS PRIMAL lets his head sink. RHINOX and RATTRAP move over. OPTIMUS quickly punches up charts and schematics on ARACHNID and looks over them with obvious worry etched on his face.

RATTRAP: They'll be fine out there, boss-monkey. The cats are a little thick sometimes, but they're not dumb enough to mix it up with the big bug.

OPTIMUS PRIMAL: It's not them I'm worried about. To be honest, I don't think that the Axalon will be much of a threat to Arachnid when he comes.

RHINOX: If we could get our main gun back on line, that would do the job. Without it, we might as well be spitting at him.

RATTRAP (sighing): Great. Any ideas on saving our pink butts?

OPTIMUS PRIMAL: I'm working on it.

SUDDENLY, the entire base rocks with a violent fury. RATTRAP and RHINOX and thrown to the ground as all of SENTINEL's systems suddenly come alive. An ALERT SIREN goes off as RATTRAP and RHINOX struggle to get back into battle-stations.

RATTRAP: Can you work a little faster?

OPTIMUS PRIMAL: Looks like Megatron's taking the offensive. Sentinel, status report.

SENTINEL: Shields are being tapped. All seven Predacons are engaged in frontal assault. Weapons systems attempting to lock on.

CUT TO: EXTERNAL, OUTSIDE MAXIMAL HEADQUARTERS. MEGATRON, robot mode, stands atop a hill overlooking the Axalon. As he fires into SENTINEL's SHIELD, WASPINATOR and TERRORSAUR, robots modes, come from behind, then move forward to do a fly-by attack against the base. The AXALON fires several small guns at the attackers, but they cannot manage to get a bead on the fast-moving flyers.

MEGATRON: That's it, yes. Keep the guns distracted. Inferno, Scorponok, transform and push the assault into their shields. Blackarachnia, Tarantulas, finish placing the explosives and clear out.

CUT TO: SCORPONOK and INFERNO, beast mode, TRANSFORMING to robot mode as BLACKARACHNIA and TARANTULAS run to SENTINEL's SHIELD. INFERNO is hit once with the small batteries, but dives out of the way as a torrent of firepower moves to him. Near him, TARANTULAS and BLACKARACHNIA run back quickly as EXPLOSIVE CHARGES detonate against the SHIELD.

CUT TO: INTERNAL. OPTIMUS PRIMAL is knocked back as another major explosion rocks the bridge of the Axalon. RHINOX struggles to maintain control of the guns.

SENTINEL: Warning, shields are at fifty percent, and dropping.

RHINOX: I've never seen the Predacons fight like this before. I can't train the guns on one for long, because another just takes his place. If I ignore the ground fighters, the flyers can take out the guns.

OPTIMUS PRIMAL: And the ground-pounders will blow the shield with explosives. Sentinel, can you hold out against another series of explosives?

SENTINEL: The shields will stabilize at thirty-six percent.

RHINOX (relieved): None of their weapons fire can penetrate that strength, Optimus.

OPTIMUS PRIMAL: I knowŠ but so does Megatron.

EXTERNAL SHOT: SCORPONOK's CYBER-BEE rushes up to MEGATRON, robot mode. MEGATRON watches the battle with interest, firing only occasionally at the AXALON's SHIELD. The CYBER-BEE carefully dodges some return fire to make its report.

SCORPONOK (from Cyber-Bee): The Maximal shield is down to forty percent, Megatron.

MEGATRON (whispering): Finally. Now, Maximals, learn the power of Megatron.

MEGATRON starts to run forward, leveling his DINO-CANNON at the AXALON and begins to fire a constant beam. The POWER BOOSTER on his head glows brightly as the beam grows in power and strength. White beams of energy smash into the AXALON SHIELD.

We CUT INSIDE. RHINOX is attempting to maneuver the guns to MEGATRON, but the panel in front of him explodes. RHINOX is knocked back as the lights in the AXALON begin to flicker and fade.

SENTINEL: Warning, shield failure imminent. Warning, shield failure imminent.

OPTIMUS PRIMAL (quickly): Maximals, brace yourselves.

RATTRAP (panicked): What's happening? Since when could the big Pred do this?

SENTINEL: Warning, shields depleted. Hull breach imminent.

OPTIMUS PRIMAL stands ready as DINOBOT, robot mode, enters the COMMAND CENTER. Before either can say anything, a chunk of the ship's HULL breaks away, and we see MEGATRON, flanked with INFERNO and SCORPONOK, robot mode.

OPTIMUS PRIMAL (stunned): Megatron.

MEGATRON (smiling): It's over, Primal.

OPTIMUS PRIMAL: It's never over, Megatron.

OPTIMUS PRIMAL moves to fire, but MEGATRON is ready for him. The boosted Predacon Commander fires his HIP-MISSILES into PRIMAL. The blast throws PRIMAL back, and scatters RATTRAP, DINOBOT, and RHINOX across the room. OPTIMUS struggles to stand, but MEGATRON backs up the attack with another blast from his DINO-CANNON. OPTIMUS PRIMAL falls, smoke billowing out of his form.

OPTIMUS PRIMAL (broken): ImpossibleŠ such powerŠ

MEGATRON (smiling): You were a brave fool, Optimus. I'll remember you well.

As MEGATRON moves over to OPTIMUS for the kill, we FADE TO BLACK.


Beast Wars and all related belong to Hasbro. The story, its original contents and ideas, and any original characters belong to the author and cannot be used or reprinted without the author's permission.


Fragments, pt. 2
by Neale Davidson (neale@iquest.net)


FADE IN: MEGATRON, INFERNO, and SCORPONOK, robot mode, are in the MAXIMAL COMMAND CENTER. OPTIMUS PRIMAL lies smoldering in ruins. RHINOX, RATTRAP, and DINOBOT, all in robot mode, lie scattered along the floor. MEGATRON moves in for the kill, but DINOBOT has other plans. DINOBOT fires his eye-beams into MEGATRON, who flinches back a little under each shot. RHINOX backs up the attacks with his own CHAIN GUNS. MEGATRON weathers the attacks and starts pushing forward.

MEGATRON (grunting): Scorponok, Inferno, dispatch with these Maximal fools. I wish to end our little war as soon as possible, yes.

DINOBOT (darkly): The war ends only when you die, Megatron.

RATTRAP rouses himself, next to OPTIMUS. He scrambles back as he sees his fallen leader, but then sees MEGATRON about to reach DINOBOT, who is only managing to slow MEGATRON's advance with his eye-beams.

RATTRAP (growling): The only one who kicks chopper-face's butt is me.

RATTRAP takes out an explosive from his demolition kit, mounted in the arm, and throws it at MEGATRON. The bomb explodes, sending MEGATRON back out of the hole he made. DINOBOT flinches under the bright light, but pushes his attack. MEGATRON falls, but rights himself, weathering the onslaught from personal weapons.

MEGATRON (hissing): Scorponok, you fool, get these Maximals off of me.

SCORPONOK: At once, Megatron.

INFERNO: No, the royalty is in danger. We must return her to base.

SCORPONOK looks confused for a long moment, then fires a missile to RATTRAP, who dives just as it trashes part of the base. SCORPONOK steps forward to level another shot as a blast takes him from behind. We PAN OVER and see AIRAZOR, robot mode, swooping in from above, firing missiles wildly. Below, BLACKARACHNIA, and TARANTULAS, robot modes, start firing above them against her.

AIRAZOR: Looks like a hot time at home.

TARANTULAS: You're the last Maximal left, bird. Want to make it easy on yourself?

AIRAZOR turns and smirks. Without warning, TARANTULAS suddenly starts to spark and short from energon build-up. BLACKARACHNIA steps back in shock as TARANTULAS falls to his knees.

COMPUTER (in Tarantulas): Warning, stasis lock imminent.

TARANTULAS: No, impossible. Beast Mode.

BLACKARACHNIA: What's wrong, what's happening?

As TARANTULAS converts to beast mode, BLACKARACHNIA begins to suffer the same fate. Behind her, POLAR CLAW, robot mode, has his hand outstretched to her. TIGATRON and CHEETOR, beast mode, rush over behind him.

POLAR CLAW: I am happening.

BLACKARACHNIA reverts to beast mode as SCORPONOK gets trampled by CHEETOR and TIGATRON. MEGATRON stands, shaken, and fires, the glow from the POWER BOOSTER even brighter than before. MEGATRON's blast smashes hard into RHINOX, who falls back, eyes dimming as he loses consciousness.

MEGATRON (growling): We still have the advantage, Predacons. Finish it!

INFERNO: We will suffer losses, royalty. Already the spiders have fallen.

MEGATRON: The fools. Must I destroy the Maximals myself?

INFERNO: It is my duty to protect the royalty. We go.

MEGATRON (hissing): You dare defy my orders?

SCORPONOK throws aside TIGATRON, but gets knocked down again by CHEETOR. As CHEETOR moves aside, SCORPONOK fires a missile up, catching AIRAZOR in her wing. The Maximal flyer lands hard on her knees, but stands quickly to continue the battle.

SCORPONOK: Too many of them. Out in open. Scorponok defeated. Not good.

CHEETOR: I wouldn't say that. Cheetor, Maximize!

CHEETOR transforms to his robot mode, but gets blasted in the chest from MEGATRON. INFERNO activates his jet engines.

INFERNO: We've already won this battle. Optimus Primal is defeated. The Axalon is smashed. We can leave what remains for Arachnid to finish off.

MEGATRON (distant): Arachnid, yes. We must now destroy Arachnid. (more determined) The Maximals are worthless now. Predacons, abandon your positions and return to base. The Maximals are defeated. A bigger fight awaits us.

INFERNO lifts off, carrying MEGATRON. BLACKARACHNIA gets fetched by WASPINATOR. TARANTULAS by TERRORSAUR. SCORPONOK brings up the rear in the retreat. As the Predacons disappear into the distance, TIGATRON rushes into the base.

TIGATRON (whispering): Oh, Matrix.

RATTRAP stands over the fallen RHINOX. DINOBOT, damaged but functional, looks down to the smoking hulk of OPTIMUS PRIMAL. CHEETOR and AIRAZOR enter quietly, leaving POLAR CLAW alone outside.

CHEETOR (concerned): Are theyŠ?

DINOBOT: No, Optimus still functions. He will need days in the recovery chamber, however.

RATTRAP (worried): What about my bud?

CHEETOR: He's got some bad hits. Help me get him back up.

CHEETOR steps over to RHINOX and lifts him gently, with help from RATTRAP. RHINOX slowly rouses himself, though the lights in his eyes remain dim.

RHINOX (weakly): IŠ function. Megatron, nearly tore the place apart by himself.

CHEETOR: Tell me about it. That blast on my chest took out half my systems.

TIGATRON: Megatron is powerful, but this is beyond what I expected.

RATTRAP: Yeah, no one can take down Rhinox in one shot.

RHINOX: Megatron's boosted his power. The energon focus on his head is re-channeling his firepower.

AIRAZOR: That explains the damage. How bad is it?

DINOBOT: We still function. This ship, however, does not, and Optimus is in no shape to survive long without it.

RHINOX: Right. We need to start patching everything up. If we can.

RATTRAP: And if Arachnid wants to attack us before we're done?

AIRAZOR: Shut up, Rattrap.

CUT TO: EXTERNAL of PREDACON HEADQUARTERS. TERRORSAUR, beast mode, carrying TARANTULAS in beast mode, glides home. BLACKARACHNIA in beast mode, carried by WASPINATOR, zigzags and stumbles behind.

WASPINATOR: Stupid spider get stuck. Waspinator not want to carry stupid spider.

BLACKARACHNIA: If I could move, I would hurt you.

WASPINATOR: Waspinator flying way way way high. Spider want to be nice?

BLACKARACHNIA (sighing): Shut up, Wasp.

CUT TO: INTERIOR SHOT of PREDACON HEADQUARTERS. MEGATRON, robot mode, is looking at the MAIN VIEWER, watching the other Predacons arrive. SCORPONOK and INFERNO, robot modes, stand behind him.

MEGATRON (growling): Idiots. Allowing themselves to be trapped by a wayward Maximal. Our defeat of the Maximals would have been final if it weren't for their stupidity.

SCOROPNOK (nervous): But, Megatron, the Maximals are defeated. Optimus is down, the ship is disabled. We've won.

MEGATRON: We've won nothing, Scorponok. The Maximals are, no doubt, already seeing to reviving their leader, and to the repairs of the Axalon. Another few minutes and I would have had the Maximals.

MEGATRON slams his fist into a console, ripping into it as his eyes glaze over with burning energy. SCORPONOK steps back in fear.

MEGATRON (growling): I would have had them.

CUT TO: MAXIMAL HEADQUARTERS. In a dark room, DINOBOT sits alone. He activates a series of controls on the computer.

SENTINEL: Command accepted.

DINOBOT: Access core consciousness. Subject: Optimus Primal.

SENTINEL: Accessing.

The dark room is lit slightly with the image of OPTIMUS PRIMAL's head being assembled polygon by polygon. When complete, it is transparent, but PRIMAL is there.

DINOBOT: I failed you, Optimus. The Axalon is in ruins.

OPTIMUS PRIMAL: We got complacent. We should have been better prepared. I'm more to blame than anyone else, Dinobot.

DINOBOT: Rhinox is seeing to rebuilding the shield generators. Our weapons systems are on top priority, in case Megatron or Arachnid show up to finish their handy-work. Our defeat was most sound.

OPTIMUS PRIMAL: The important thing is that we're all alive. You did good, Dinobot. So did everyone else. For right now, we play defensively. Keep all the Maximals at base, and get Polar Claw to use his cyber-bat to do the scouting for us.

DINOBOT: Polar Claw does not seem willing to help us.

OPTIMUS PRIMAL: He will if he knows we're out looking for Arachnid.

DINBOT: Perhaps.

OPTIMUS PRIMAL: Listen to me, Dinobot. You're in charge for the time being. Do what you can to keep everyone safe.

DINOBOT (smirking): Just don't take too long to recover. I've got better things to do than baby-sit this crew.

OPTIMUS PRIMAL: Sentinel reports that it will only take two days in the chamber. I just wish I would have brought a book.

DINOBOT (grimly): And what about Megatron? That power boost of hisŠ

OPTIMUS PRIMAL: I don't suspect that his boost will last too much longer. Megatron's powerful, but his circuits can only take so much abuse. That booster has to be pushing him beyond his limits.

CUT TO: PREDACON HEAQUARTERS, COMMAND CHAMBER. MEGATRON is in robot mode, his eyes glowing very brightly. SCORPONOK, robot mode, is studying over ARACHNID's schematics. INFERNO stands guard nearby, in beast mode. BLACKARACHNIA and TARANTULAS, both in robot mode, walk in.

MEGATRON (angered): If it isn't the two failures.

TARANTULAS: Failures? We fell victim to an ability we didn't know that the Maximals possessed. We had no way to defend against it.

MEGATRON : You could have defended against it if you would have destroyed the Maximals yourself beforehand. Instead you cost me my victory.

BLACKARACHNIA (quickly): Our apologies, Megatron. We have failed.

MEGATRON (smiling): Good, Arachnia. But you will not fail me now, no. For we have another task. I, Megatron, will destroy the treasonous Arachnid, and you will share in my glory.

BLACKARACHNIA (stunned): We're attacking Arachnid?

MEGATRON (darkly): Were my orders not clear?

SCORPONOK: But we have no strategy for such a raid. We know too little about Arachnid to strike against him.

MEGATRON grabs SCORPONOK and throws him madly aside. SCORPONOK staggers back to his feet, looking in shock at his leader. MEGATRON steps dangerously near, leveling his DINO-CANNON at his most loyal follower.

MEGATRON (incensed): We attack Arachnid at once. Predacons, head out!

SCORPONOK: As you command, Megatron.

MEGATRON starts to laugh in a most disturbing way. TARANTULAS and BLACKARACHNIA exchange worried looks, but keep their mouths shut. We ZOOM IN on MEGATRON's cackling, and FADE to BLACK.


Beast Wars and all related belong to Hasbro. The story, its original contents and ideas, and any original characters belong to the author and cannot be used or reprinted without the author's permission.


Fragments, pt. 3
by Neale Davidson (neale@iquest.net)



ACT III

CUT TO: FOREST GLADE. Dozens of ANIMALS are fleeing in panic. After a moment, the very ground shakes as ARACHNID, beast mode, stomps through the GLADE. A hapless DEER is picked up and ingested, followed by several others. Trees and foliage dissolve around him, adding to his power.

ARACHNID (calmly): I consume. I never cease to consume. My hunger knows no bounds.

As ARACHNID is about to take in another DEER, an energy blast comes from the ground near him. MEGATRON, beast mode, steps forward. SCORPONOK, robot mode, steps in behind him, smoke trailing from his missile claw.

MEGATRON: I am Megatron, your leader. Submit to me or be destroyed.

ARACHNID: You are a child. You are of no threat to me, Megatron. You will be consumed.

MEGATRON (smiling with madness): Really? Then I shall take pleasure in ripping apart your hairy hide. Predacons, terrorize.

TERRORSAUR and WASPNIATOR appear over the trees, transforming to robot mode, and firing immediately. INFERNO reaches out from underground, converting to robot mode, spreading fire over ARACHNID's legs. BLACKARACHNIA and TARANTULAS run out and open fire with the LEG GUNS. ARACHNID merely waits.

ARACHNID: Your weapons are not effective against me. Arachnid, Terrorize.

The huge spider converts to BATTLE STATION mode, and returns fire. The TURRET swiftly moves up and locks onto TERRORSAUR, then fires. TERRORSAUR is hit with a powerful energy burst, that rips off one of his wings completely. The flier falls, in flames, to the ground below as WASPINATOR starts firing wildly at the TURRET.

MEGATRON: I will take great pleasure in watching you burn. Why do you fear this slag- pile, my Predacons? Come with me to victory, yes!

INFERNO dives back as MACHINE-GUN fire starts opening up near him. He growls as he is forced to pull back. The TURRET swivels again, but is unable to get a lock on the swift WASPINATOR. But ARACHNID uses his LEG-CANNONS, filling the air with FLAK. WASPINATOR has nowhere to fly, and burns when the very sky is filled with flame.

WASPINATOR: Flight systems ruined. Missile ammunition is overheating.

Quickly, WASPINATOR begins to jettison the missile ammo from his gun, but it is too late. The last missile explodes, and WASPINATOR spirals out of control to the ground below.

PAN TO: MEGATRON fires against ARACHNID, scorching through the spider-hide and onto the hull of the station. ARACHNID locks a LEG-CANNON onto him and fires. MEGATRON is sent flying back into some trees. Quickly, SCORPONOK rushes up.

SCORPONOK (concerned): Megatron?

MEGATRON (growling): You're ruining my aim, Scorponok. Move!

MEGATRON throws SCORPONOK aside and rushes forward to once again face ARACHNID. TARANTULAS and BLACKARACHNIA open fire again, exchanging worried looks.

TARANTULAS: He's mad. Arachnid is playing with us. He's not even fully charging his weapons.

BLACKARACHNIA: If we don't beat him now, we may never get another chance.

ARACHNID's TURRET moves over, and starts firing near TARANTULAS. TARANTULAS maneuvers away from the TURRET's line of fire, but gets drawn into MACHINE-GUN range. The MACHINE-GUNS open fire, and TARANTULAS is pelted with massive weapon fire. TARANTULAS falls, steam and smoke pouring from his face-plate.

BLACKARACHNIA (shocked): Tarantulas!

MEGATRON leaps onto the MACHINE-GUN housing and starts to rip into with his hands. ARACHNID tries firing it again, to shoot him off, but fails. The GUN is ripped to pieces, but MEGATRON is then blasted by a LEG-CANNON and sent flying back to the trees.

INFERNO: Highness, we're getting slaughtered. We must retreat.

MEGATRON: Retreat, Inferno, and I'll slag you myself, is that understood?

MEGATRON growls inhumanly and against charges against ARACHNID with his bare hands. INFERNO scrambles over to BLACKARACHNIA and SCOPRONOK, who are merely taking cover behind the largest of the trees.

SCORPONOK (panting): We keep attacking. Megatron ordered it.

BLACKARACHNIA: Thatıs not Megatron anymore.

MEGATRON gets thrown again by ARACHNID, but maneuvers out of the LEG-CANNON fire coming at him. MEGATRON, undaunted, tears into ARACHNID with his DINO-CANNON, wrecking part of the HULL. ARACHNID maneuvers around, and throws MEGATRON down once again.

MEGATRON (growling): Will no one share in my glory?

INFERNO: It's hopeless. The royalty is lost to us. Whatever has possessed the queen threatens us all.

BLACKARACHNIA: Half our troops are down, we three are the only ones left. And even if Megatron somehow takes out Arachnid we'll be sitting ducks for the Maximals. Scorponok, if you can do something, then now's the time.

After a long moment, SCORPONOK stands and maneuvers through MACHINE-GUN fire. ARACHNID moves over to blast at the new target. MEGATRON smiles at his comrade, and rushes to ARACHNID.

MEGATRON: Finally, a brave Predacon warrior to join me. And now Arachnid, you will suffer the wrath of Megatron, your true superior.

SCORPONOK (quietly): Matrix forgive me.

SCORPONOK levels his missile claw up to ARACHNID, but then quickly turns and fires at MEGATRON instead. The blast smashes MEGATRON and the power booster on his head. MEGATRON screams as the POWER BOOSTER spins off his crown onto the ground below. As MEGATRON slowly falls, SCORPONOK rushes over to the power booster, and grabs it.

ARACHNID: Unusual tactic, Scorponok.

SCORPONOK says nothing but throws the pulsing POWER BOOSTER at ARACHNID, then fires his remaining missile at it. The POWER BOOSTER explodes brilliantly from the blast, and ARACHNID is momentarily stunned.

ARACHNID (enraged): My optics. You've sealed your fate, Predacons, I swear it! You shall be consumed.

SCORPONOK grabs Megatron and drags him off the battle ground. He staggers over to INFERNO and BLACKARACHNIA, and motions for them to move.

SCORPONOK: Predacons retreat. Arachnid recover fast, not good. Run, run!

INFERNO: I will carry the royalty. You tend to Tarantulas and Terrorsaur.

ARACHNID: You cannot run for long. I will come for you, Predacons. I will come.

We PULL OUT. ARACHNID starts lumbering forward, attempting to chase after the fleeing Predacons, but is unable to locate them. ARACHNID begins to fire wildly, but misses constantly. The Predacons safely retreat from the combat.

CUT TO: PREDACON HEADQUARTERS. TARANTULAS, robot mode, is being loaded by INFERNO, beast mode, into the RECOVERY CHAMBER. MEGATRON, robot mode, lies unconscious on a table. SCORPONOK and BLACKARACHNIA stand quietly.

BLACKARACHNIA: At least the base is intact.

SCORPONOK: I shouldn't have allowed him to wear the booster. It nearly destroyed him.

BLACKARACHNIA: It nearly destroyed us as well.

SCORPONOK (quietly): I know. I warned him about the power booster.

BLACKARACHNIA (smirking): Like he listens to his troops? We're fortunate that nobody died today because of Megatron, and you feel sorry for him?

SCORPONOK: His mind, fragmented, from the power boost. He is our leader, even at his worst. It's our duty to follow him, and to help him.

BLACKARACHNIA: Even if he leads us into a grave? Follow him over the cliff if you want to. I'm not that anxious to die myself.

At that, BLACKARACHNIA leaves SCORPONOK and INFERNO alone with the wounded. INFERNO transforms to robot mode. SCORPONOK steps over to the RECOVERY CHAMBER, looking thoughtfully over MEGATRON.

SCORPONOK: Don't worry Megatron. I'll never be able to repay you, but I'll always try.

We PULL BACK from the SCENE, and FADE TO BLACK.

The End