Lessons Learned...

Part II

by : Matt Black



A low fizzing noise assaulted the Maximal's sound receptors. It grew in intensity with the light... a sudden, blinding explosion of light. A feeling of having their molecules separated and scattered, like dust, and then being hurled from the light out into a deep darkness. The mage of self began to loose reality, and the void became all that was.

Then, a warmth surrounded their consciousness. It suffused them with a feeling of safety and joy. They were pulled from the dark void. A voice reverberate within their essence, -LOOK, SEE, AND BE WARNED-

And then the journey was ended.


As the six Maximals stood up, their systems shut back on. First movement, then vocal, scanners, repair, and finally... sight.

The sky was an angry red, a hot wind ruffled the fur of the beast bots as they shook themselves and looked at each other.

"Bad trip." The yellow cheetah was the only intruder on the stunned silence.

Looking around, they saw a desolate landscape, mountains ranging offf in the far distance. Only the occasional scrub bush or thick, thorny vine covered the hard packed, reddish clay at their feet. Off to the far left, a straight line could barely be seen running along the horizon.

"Status." rumbled the polar bear. He seemed an imposingly odd incongruity to the red clay around him.

"Uh, looks like were all here... where eva' here may be." snapped the huge grey rat as he sat up on his haunches. He sat between the patiently sitting forms of a grey timber wolf and a tannish velociratptor whose head swung discontentedly from left to right.

A thick warthog lumbered up to the rat, "Thanks for speaking for us all, Rattrap, but I think he wanted something a little more decisive." He growled at the smaller Maximal.

"Enough!" ordered the giant Polar Claw, "Rattrap, see if you can get a position reading with a thermograph of the sky. Then give a report on our surroundings. I want to know what we have to worry about here."

"Oh, yes sir! Mister at large and in charge." Rattrap bit back.

"RATTRAP, MAXIMIZE!" he squealed as he underwent the change from rat to robot. He then began to scan the sky for a thermal reading on the star positions of the other, smaller stars, who were hidden at the moment by the closest star, who was hidden by te reddish clouds that covered the sky. -Sure, push da hard slag on da rat.--

"Our position is tactically unsound, Polar Claw." the raspy voiced Dinobot interjected, "I suggest we begin to move toward those mountains, before we are attacked by whatever inhabits this inhospitable world."

"What makes you believe that there are any inhabitants left?" questioned Wolfang, looking over at Dinobot with cold, green eyes.

Rattrap finished scanning the sky. "Location's hard ta say. Look's like we ain't moved very far, maybe a few systems or so, but some stars are missin' and others are there that I can't name. As for a ground scan, some kinda radiation's blockin' my systems. Could.... uhm, help if I had an eye in da sky....? " He looked hintingly over at Polar Claw.

"POLAR CLAW, MAXIMIZE!" The white polar bear bellowed as he too transformed. He then pulled his gun out, it altered form slightly in his hand, he then attached it to his missile launcher on his shoulder, "Cyber-bat, launch!" The gun transformed as it flew off and turned into an albino bat that steadily flapped it's way upward.

Rattrap tapped something into a computer panel that had opened on his arm. "Klondike's little helper's comin' in loud and clear!" He reported to the group.

"Well gents, looks like we'ze in da middle of what's left of some kinda nuclear holocaust. I'd say it happened... oh, 'bout three decades or so ago, but what's left seems to be some kinda weird bubbles of floatin' radiation clouds that vary in size from 'bout three meters to... oh, say a kilometer or so. Good news is, we don't hafta worry 'bout energon buildup 'round here. Bad news is, if we get caught in one of dose cloud bubbles, in robot mode, it may very well deactivate us in a micro cycle. Other than that, we got scattered readings, no intense signs of life within fifteen miles, but a large amount of metal can be read about twenty miles dataway, which, happens to be north. " Rattrap finish his report.

Polar Claw looked off in the direction which Rattrap pointed, "Is the radiation harmful to our beast modes?" he questioned.

"Only in prolonged exposure, but it may cause us to feel a bit queasy every now an den," He transformed back into his beast mode.

"Cheetor report on that line over their. "Polar Claw ordered as his bat flew back and transformed into his gun.

"Off like a flash, big grizzly-one!" Cheetor announced as he bolted off toward the distant strip of material.


He was there in an instant and transformed to look at the strip of rock, "Some kinda poured stone road." he said as he looked at the long grey strip of rock. It was pockmarked from hear, and split from where thick, tough plants pushed their way through the thick sheet. "Looks like it's goin' our way though, and where there's road, there's civilization..." He looked down again at the unusual strip of material, "or, at least there used to be." He transformed back into the slick form of a cheetah and ran to the awaiting party to report.


"Very well then, " rumbled Polar Claw, "we'll take the road north towards the city, maybe we can find something to build a way off this pit. Retain your beast modes, we need to be as close to full repair as possible, in case whatever was left here isn't friendly."

The party began it's journey toward the road, and then on north, to find out what this dry world had left to offer.


The hot, dusty wind blew across the dilapidated old structure. A creaking could be heard from it, and a loud clang rang out as something inside fell. The beast bots stood at a distance considering what to do. They had been traveling for a little less than a mega cyle when they came to the building. It was rectangular in shape, small, seemed to have what was once a covered courtyard... that was now lying in a crumbled pile in front. An entrance way could be seen into the building, and there was a window, on the side closest to the Maximal team.

Something made another noise from inside.

Polar Claw looked down at the diminutive, grey rat beside him, "Rattrap, check it out, and be careful."

"Oh, great, send the rat in, send da rat in..." Rattrap complained as he made his way toward the building.

-I've had my face shot off, my belly cut open, I've been teleported ta sum smeltin' pit in da middle of who knows where, yet it's still, send da rat on in-

He crept up to the window and quietly maximized. Flattening against the wall, he prepared himself to look in through the window.

Another crash inside...

As he leaned over, his optics adjusted for the darkness of the interior of the building. He could only see the wreckage of a building long since abandoned to the elements. Chairs sat on the floor, tables lay on their sides, a dirty counter top of what could have been a bar sat near the window, and shelf-like racks lay scattered around the ground.

Then, it rose from the mess... a wispy shadowy form, shifting and changing, roiling out from underneath a pile of junk... as if a hornets nest had just been stirred up.

Rattrap dodged to the side as it poured out of the window. The cloud billowed up in front of him and stopped. As he looked at it, he could register no solid entities, but it wasn't a gas either. It had some form of metallic content, and substance, but the more he tried to focus on it's particles, the more they blurred and shifted away.

It seemed to stop, as if considering him for a moment. Then, inside a shape took form, Rattrap blinked in confusion as a floating representation of his Maximal sigil appeared, floating on the surface of the cloud. It seemed to blur for a second, and then it reformed into another shape, boxier and considerably different, but recognizable as some form of insignia.

Then, the moment's consideration was up, and the cloud roared toward Rattrap. As it struck his metallic skin, he could feel a burning sensation, and knew that they were eating his exposed metal.

He did the only thing he could think of, "BEAST MODE!" He threw himself backwards, through the window, as he transformed back into his rat mode. The cloud rushed in and flew around him in a swirl, unable to reach the metal inside the flesh encased body.

Giving up, it whirled back out the window and made it's way toward the other Maximals.


The Maximal group watched as the cloud stood between them and Rattrap, apparently seeming to communicate with him.

"Dinobot, MAXIMIZE!" the velociraptor transformed with a snarl. "Polar Claw, I will assist the rat, he may need backup." He took a step toward Rattrap with his sword drawn.

"Hold on Dinobot," the huge bear ordered, "Rattrap's doin' fine on his own, let's not upset whatever that thing..."

The cloud attacked Rattrap. They couldn't see what happened, but the Maximal had retreated inside the building. The cloud only took a second to come billowing back toward the others.

"MAXIMIZE! And prepare for assault!" bellowed polar Claw.

The others transformed into their robot forms and fired into the oncoming mist.

The cloud slowed down measurably, but it did no halt it's progress toward the party. Dinobot was the first to be touched by it.

"It is EATING me!!!!" the enraged robot yelled as he backed up even more.

The commlinks shut on and Rattrap's voice came urgently over the line, "G o to beast mode, the weird beasty don't like da taste of flesh none to much!"

The Maximals did as told, and the cloud flew off into the desert.


Rattrap scanned the inside of the small building and found further trace of where the cloud had destroyed the metal composition of tables, chairs, and just about everything else. As the Maximal's regrouped outside again they found no serious damage had been done. The cloud had been to weak to do any great destruction on the hardened alloys of the Maximals. There seemed to be nothing else of any use to them here at this strange abandoned building.

"It kinda looks like sum kinda fuelin' post, "announced Rattrap, "It's got sum big tanks buried underneath that collapsed courtyard dere, with lines leadin' up ta da surface, but whadever was dere's long since evaporated in this heat."

The Maximals once again set off down the road.


The edges of the ruined city showed square lots, overgrown with thick weeds that etched a squarish pattern over the foundations of what once had been small buildings. The buildings that had been there were pulverized and burned, leaving few traces of walls or anything else.

They traveled onward as they passed other roads leading away from the one they had chosen. Far ahead lay the city proper, tall buildings leaned, crumbling from tortures of fire and time. Smoke choked the skies adding to the already hazy redness of the lowering sun. More and more rubble covered the road, forcing the Maximals to climb of chunks of buildings and torn roads as the continued.

And off, far in the distance, explosions could be heard coming from the city proper. A distant echoing that testified to life, still being thrown away, even in the midst of the holistic carnage that littered the ground.

"Okay Maximals," Polar Claw finally announced, "I want Cheetor scouting ahead, but not too far. There's obviously some life here, and it doesn't sound as if it's all too peaceful. The rest of you keep your eyes, ears, and scanners open wide. I don't want any more unnecessary surprises today."

Cheetor took off immediately, and the other Maximals continued their journey on toward the center of the ruined city.


As they got further into the city, the ground became covered with cement, the buildings rose all around them, blocking out the skyline, and the explosions became more muffled as the buildings towered over the team of transformers.

Rattrap's mind wandered as he looked over the strewn, rubble and his oversized ears searched for something, other that the dull silence that was only occasionally punctuated by the distant explosions.

Then he heard it. His processors ran the words through a translator program, and he listened to a conversation, somewhere in the city around him.

"New bots?"

"Looks like it. These are small again."

"Should we engage?"

"No, last fight nearly killed our best troops, better wait for reinforcements. Keep an..."

A relatively nearby set of explosions caused Rattrap to lose the conversation. He walked over to Polar Claw and reported what he had heard.

"We can't do anything about it. Not until we can pinpoint the source of the voices." Polar Claw reached down to his commlink, "Cheetor, get back here on the double, we may have a pro..."

"Hold up Polar, looks like I see one of the natives now."


Cheetor heard the noise before he could see the source. Then a small humanoid figure came trolloping out of an alleyway. It was dressed in loose clothes and was probably about a meter tall. He carried a flat rubber ball under one arm, and brandished a strip of metal that he swung about in front of him like a sword. A wrap of cloth covered the top of his slightly large, greyish skinned head. Large green eyes looked around as he skipped across the street.

Another creature galloped along at his feet. This one was a quadruped, dog-shaped, but without fur. It's teeth were grotesquely elongated and it had a strange stumpy tail. It tromped along with overly large paws, at the humanoid's feet.

"I'm gonna make sure there's no other's around him, send Wolfie up here to keep an eye on him, wouldya?" Cheetor whispered into his commlink.

He silently paced past the two forms and began to check the area for any others.


"Wolfang and Rattrap, go up there and establish contact. Keep yourselves covered, but try to be friendly." Polar Claw grimaced as he thought of the two he was sending to do the diplomatic work.


The two Maximals made their way up to where Cheetor had reported in.

"I will stay and watch from here." announced the grey timber wolf.

"Oh, great. Send in da rat..." Rattrap grumbled as he waddled toward the small humanoid.

The humanoid stopped and looked up at the giant rat that was moving toward him. He swung around and raised the 'sword' up in a defensive position.

"What are you?" he asked in a young, curious voice.

"Eh, uhm, hiya... I'm a Maximal." announced Rattrap.

The boy lowered the metal strip and cocked his head sideways, "You can talk? What's a Maizeemal? Where d'ya come from?"

"Whoa! Slow down kiddo... an' I thought the cat was bad... Look, I'm a MAX-I-MAL, my name is Rattrap, and I was jest wondrin', what's a kid doin' wanderin' round the ruins of a city, alone, when it's gonna get dark befo' too long? Eh, uhm, where's yo' parents kid?"

The kid walked over to Rattrap to take a closer look at his fur, "There dead." he announced rather suddenly,"They were killed this mornin' by one of the monsters." He reached over and ruffled the fur on Rattrap's side.

"Hey, I, uhm, I'm sorry kid, to stop him from messing with his fur, "but shouldn't you be a little more upset if yo parent's up'n died this mornin'?"

The kid looked up and away, "It happens." he answered non-chalantly.

"Uhm, yeah... Look I got some friends I wantya to meet."

"Alright." answered the child as he jumped on to Rattrap's back.

"WHOA, I ain't no pack animal kiddo!" Rattrap snapped as he dumped the kid onto the ground.

The kid looked up and tears started to fill his eyes.


"I am going to see what is taking them so long." announced the velociratptor as he swung himself toward the encounter area.

Polar Claw grimaced and looked down at Razorbeast, "We might as well join the party."

The two lumbered after Dinobot.


"Uh, look, kid, stop that, I just, look..."Rattrap fumbled as the child started to sob - Great, just what I needed-

"Look, what's yo' name?"

"Danny." the boy stammered between sobs.

"Eh, okay, Danny, ehm, O great, here comes ol' dinochopper to the rescue." He bit off sarcastically.

The velociraptor walked up and swung it's head toward the child. "Who are you. What is your function." The raspy voice questioned the crying child.

"AAAAAAAAAAH!!!" screamed the child. Then he jumped up and began to run.

"DINOBOT, MAXIMIZE!" Dinobot lunged after the child, catching it in one of his taloned hands and lifting him off of the ground. He hoisted the child up to his face and held him there.

"Hold, fleshling! You have not answered my questions."

"AAAAAAAAAAHHH!!!! You're a monster! You're one of them!!"

"Who are... they?"

Rattrap shook his head and smacked Dinobot on the leg. "Hey, master of interrogation! How's about lettin' the kid down before he dies from fright?"

Dinobot looked down at the rat.

Polar Claw lumbered up, "DINOBOT! Put the creature down! Exactly what do you think you accomplish by scaring the daylights out of a child?"

Dinobot put Danny back on the ground, "He is beginning to issue a strange odor anyway. Must be some sort of mild defensive action." he pondered to himself.

Danny ran behind Rattrap and buried his face in the rat's fur, "Oh great, het Polar, how'z 'bout doin' somethin' with this?"

The massive white polar bear lumbered up to the child and nudged him. "I apologize for the actions of my warriors. They're not exactly known for their diplomatic tendencies. My name is Polar Claw, this is Razorbeast, and that is Wolfang" he added as the other's joined the group.

"We mean you no harm, but we need to find others of your kind. We have been stranded here and need help."

"I... I don't know where the others are. My parents were killed this morning and I ran. I'm lost too." He finished, looking down.

"Who killed your parents?"

"Monsters, like him!!" Danny pointed at the tall from of Dinobot.

"Robots?"

"No, monsters! The big red one came and smashed the building we were in. I saw his tentacles and ran. He got my parents. Took them to the stadium."

"Stadium? Can you take us to this stadium?"

"Yeah, I think, but the monster is there."

"We can handle the monster. We are all Maximals, and we can all change into robots like Dinobot."

"Are you good guys or bad guys?" asked the wide eyed Danny.

"We're good guys, Danny. Rattrap, did you do a structural scan on the child?"

"Eh, oh yeah, he's a typical fleshy. Pair 'o lungs, heart, brain waves... His bones are thicker than norm, and he's surprisingly strong for his size. But nothin' like us. His brain patterns are extremely active. oh, and he's got no hair."

Polar Claw looked back at the child, who was beginning to play with the thick white fur on polar Claw's leg. "No hair. That would explain this fascination with our fur. Hop on Danny," he added as he stooped down, "Show us where that stadium is, maybe we can do something about these monsters."

Danny scrambled excitedly up onto Polar's back. The dog gave a strange yelp and loped off into the buildings. "Bye doggie!" yelled Danny.


The oblong stadium stood dark and abandoned in a large clearing from the other buildings. Shattered vehicles littered the ground, along with a few other pieces of cement, either blown away from the stadium or from the surrounding buildings. The Maximals gazed up at the immense structure.

"So, uh, what now fearless leader?" Rattrap asked.

Dinobot spun his head around before Polar Claw could answer and bellowed,"SCAN!"

"Sheez, a little testy there dinochopper. As it stands, I already did a preliminary scan, fo' yo' info, and the stadium looks like it's empty, I get no biologicals, no energy , nothin'. It's as quiet as a dark grave." Rattrap reported with a shudder.

Polar Claw stepped forward a bit, "Cheetor, Wolfang, scout on ahead. Make sure the stadium is secure before we walk in there."

"Good as done, great white!" Cheetor yelled as he ran after the already moving form of Wolfang.



The duo scampered in through the large stadium entryway, it's doors hanging shattered and open. A set of steps was found right inside and Wolfang loped up to get a higher look. Cheetor bolted forward to get a look at the grounds.

He wasn't prepared for what he found.

In the center of the stadium as a large, wide field. Presumably, the field had once been empty, but now, in the center, stood a column that stretch to the broken ceiling of the stadium.

Only a little from the hazy night shown through the patchwork ceiling, despite the large holes, but the effect of the light glittering off of the column was a little more than unsettling.

The column was pieced together from shattered vehicles, pieces of buildings, light posts, and anything else that could have been scavenged. It was all sautered, welded, and wedged together in a macabre parody of art. Hanging from long posts dangled the decaying remains of humanoids, perhaps about twenty in all, scattered about the thick column for effect.

Cheetor shook himself and scanned the rest of the stadium ground, no discernable life or energon could be found. He decided to join Wolfang up above, away from the column.


"It's all clear bigbear." Came Cheetor's report over the commlink, "But, this place is creepy... like Dr. Demento's playhouse. There's weird paintings all over the place, and this... column... I don't know who lives here, but they are one sick nutcase!"

"All right, you and Wolfang keep patrolling. I don't want to be caught by surprise while we're in there. Polar Claw out."

The bear motioned for the rest of the Maximals to follow. With Danny on his back he lumbered toward the dark building.

As they passed through the entrance, Dinobot maximized and emitted a beam of greenish light from his eyes. As he swept it over the walls by the stairs, the group could see strange scrawling marks covering the walls.

"It scans as fleshling blood. " Rasped Dinobot.

"Swell." muttered Polar Claw, "Lets just move into the center field and see about this column Cheetor was talking of."


The Maximals stood looking up at the immense creation. Dinobot paced, glaring around as if anticipating the shadows themselves to rise up and attack.

Danny scampered down off of Polar Claw and hid behind a huge, shaggy leg.

Rattrap had found some odd looking, rusty engine off to the side, and had transformed and busied himself in the attempt to clean it off.

Razorbeast, who had also transformed, just crossed his arms and glared up at the column.

"Polar Claw, over here." Dinobot called from the opposite side of the column, "I... have found something!"

Polar Claw began to move toward Dinobot, when he found that the young humanoid was still clinging to his leg. "Uh... what is it?"


Dinobot looked around the column and saw Polar Claw's attachment, and difficulty moving. He grimaced...-foolish, weak fleshy- "It seems to be some kind of older make robot, maybe even a transformer." He looked back at the huge head, arm and half a torso that was welded into the column. The head was grey with a yellow cross for a face and eye plate, the upper torso looked like some kind of grey camouflaged vehicle piece, and the arm ended in a large, black robotic claw. The whole thing was easily five times Dinobot's size when completed.

"He appears to be inoperable, his circuitry is welded shut... I think." Dinobot scratched his chin, he really didn't know much about this kind of repair work, but he knew a slagheap when he saw one.


Polar Claw grimaced and looked back at Danny. - Hmmm, not much we can do about him right now.-- He looked over at where Rattrap was fiddling around with the ancient engine.

"Rattrap, do you think you can get that thing to work?" he asked as he moved away from the column, with Danny still clinging to his leg and hampering his movement.

"Eh, uh... it's pretty old, but it looks like it has been used recently. I uh... can't seem ta find an on switch?"

Dinobot stalked over to the machine and proceeded to give it a swift, hard kick. The old engine began to sputter to life.

And so did the column.


Cheetor gasped as he looked down on the column from his vantage point near the top seats of the stadium. Different colored lights had sprung into a slowly changing and swirling life. A squealing, chime-like music had picked up, like a rusty old music box, and small bits and pieces of the column began to move in a repeating animation. The bodies that were hanging, spun in a slow circle, making them sway slightly to the music, as if dancing, and lights shone on them through slowly turning umbrellas and parasols, giving the light a flickering shifting color. The robotic arm in front of Dinobot swung up and down, as if waving, causing Dinobot to jump back and pull his weapons out with a snarl. Tor a few seconds, the Maximals stood in abject horror. The lights flickered off the walls onto paintings that looked like playgrounds, with small children running in terror as flame burned and giant robotic shapes killed.

"Way bad..." Cheetor could barely manage a choked whisper.

"Trouble!" suddenly Wolfang broke in on everyone's reverie, "Something coming, dragging some kind of ground vehicle along. It's heading straight for the stadium."

There was a blast shot and a shower of sparks as everything suddenly ground to a halt, and went black. Rattrap blew the smoke off of the tip of the gun, "Everybody outta da pool!" he yelled as he changed back to beast mode and began to dig a hiding hole into the structure.

Polar claw moved back and up into the stadium's stands. Dinobot crouched down on the opposite side and Razorbeast jumped into the stands near the entrance opposite from where they came in.


First could be heard the screeching of dragging metal. Then, through the door, lumbered the hulking monstrosity. Standing four or five times the Maximal's size, it was rust colored, with a yellow belly, and was nearly as wide as it was tall. It lumbered forward on two huge, thickly taloned claws. Three sharp fins went down it's hunched over head and back, ending just above four large, round, black eye spots. Feathery gills flared out below the eyespots, framing a long, pointed head with two slanted, yellow eyes. It's small mouth was lined with sharp, feral teeth, and on either side was flanked by two long thin tentacles that flickered about uneasily. It's arms were two thick tentacles that seemed to stretch and alter in size as they dragged the vehicle behind it. On it's back was a metallic backpack of sorts, that was hung with two huge guns.

It released the car and one of it's tentacles shot to the backpack with amazing speed. The other tentacle thrust toward the scrambling tail of Rattrap, who was not quite successfully buried in the column of scrap.

It plucked rattrap out and looked at him for a brief second before tossing him, hard, against the wall. It put it's back to the column and hoisted a huge Gatling gun that it had unholstered. "New bot's, my lord will be interested." It rumbled in a low, grating voice.

"NOW MAXIMALS!" Polar Claw yelled as he unleashed a volley of missiles from his shoulder launcher. The others jumped up and began to fire on the beast as he set down a terrifying flurry of strafing shots at Polar Claw's position.

Polar Claw ducked down and looked around. This was definitely unsafe for a child. "Cheetor, get down here and get Danny to safety."

"I'm already there bigbot!" Good to his word, Cheetor was beside them in a microsecond. He hoisted Danny onto his back and disappeared in a blur.

Meanwhile, Rattrap had recovered and jumped onto the creatures back. He dropped a charge with a click, just an instant before he was thrown again by one of the smaller feeding tentacles.

The bomb exploded, but with little effect. The creature was now backing up towards the rear entrance. Razorbeast swung out and laid into the back of the russet monster. It stopped and glared back at him momentarily, allowing the others several solid hits on his front side. He shrugged off the damage and began another round of cover fire from his immense gun, but this time , one tentacle looped away from the gun and shot straight down into the ground.

Razorbeast spun out and prepared to shoot it yet again, when he heard a crunching noise from beneath him. "What the... HEY!" he yelled as a tentacle shot up through the stone floor and wrapped around the surprised Maximal. It hoisted him up and threw him to the other side of the arena, forcing Dinobot and polar Claw to stop firing for a second.

Wolfang was already firing missiles from where he was, above the battle, and could clearly see the creature as he turned and moved with surprising swiftness toward the rear doors. - Not so fast monster- He grimaced as he let a shot fly toward the archway over the large, rear doors. Too late, the creature ducked past the falling rubble and escaped just as the others began to fire again.

"Let us take him!" roared Dinobot, "He is wounded and we are barely injured!"

Polar Claw grimace, "I don't think we can afford to let him go. Let's move it." Just then Cheetor's voice blasted over the commlink.

"Bad news fellow 'grime' fighters! There's a cloud of nasty green sickem' energy flowin' down out here. Better change and get out of there before you're toast!"

Just then the strangely glowing cloud of energy began to seep into the stadium. "Aww man! A rad cloud. Beast mode!" Squelched rattrap. He was echoed as the others changed into their beast forms.

"So much for following that creature, if it can fight in this radiation miasma, we'd be toast ." Polar Claw looked at the others, only scratches and bruises for the most part, "Let's go join Cheetor out front."


As they gathered around Cheetor and Danny, the greenish cloud was already beginning to dissipate. Now, only a residual trace of radiation clung to everything.

Cheetor grinned up at the others, "Well, there goes the hero bit. What in the Inferno was that thing?"

"I don't know but..."Polar Claw began, but he was cut short as several figures stepped out from some of the ruined vehicles around them.

"TRANSFORM AND RELINQUISH YOUR WEAPONRY!!"

Polar Claw could tell, now that the radiation was clearing, there were maybe about twenty of them. Humanoid and fleshling, but wearing suits of armor and carrying some heavy weapons.

"Best do it Maximals."

"WHAAAT!! " snapped Dinobot, "Polar Claw, far be it for me to question our leader, but are you sure your logic processors took no damage in the previous encounter?"

"These creatures may be our only hope of getting help, but we have to convince them we're not like that monster. So, STAND DOWN."

The Maximals transformed into their robot forms and placed their weapons carefully on the ground in front of them. Immediately a cart rolled up, being pulled by some sort of robotic cat-like creature, fairly complex but obviously non-intelligent. A humanoid jumped out, brandishing a large lantern-like object. He shone it on the Maximals, and it emitted a strange blueish beam of energy.

"Your internal weapons have been disabled. Change to your monster modes and follow us. Boy, come over here." Danny walked over to the man, who gave im a brief check over.

Polar Claw spoke, "We come in..."

"SILENCE!" the leader yelled, "You are to be taken back and judged, you can have your say then. Now transform!"

"Beast modes." Polar Claw ordered. The weapons were loaded up into the back of the cart. They all fell into line and began to march away from the stadium, back toward the ruined city.


In abject and sullen silence, the odd grouping of Maximals and their humanoid captors marched deeper into the abandoned wreckage of collapsed buildings and torn roadways. The sky was still dark as morning neared, and the sounds of far off battle had long since died away, leaving only an eerie silence, broken only by the plodding of their feet.

The strange robotic cat and it's cartload of weaponry followed behind the group. The humanoids flanked them on all sides, and made sure they kept their silence.

The lead humanoid suddenly called a stop to the group.

"What's wrong?" ventured Polar Claw.

"SHHH! Speak only if asked to, monster." the human snapped in a tight whisper.

Then Polar Claw realized the problem. Scouts were being sent ahead, and reporting back every five cycles. The scouts were late.

A strange humming noise could be heard, then the joint battle cries of "WASPINATOR, TERRORIZE!!!" and BUZZSAW, TERRORIZE!!" could be heard. A set of two warning explosions shattered the silence as the two Predacons landed in front of the group.

The Maximals looked at each other in stunned amazement.

"Oh great! A trillion and one possible destinations and YOU book us on a flight with our Predhead buddies." Rattrap snapped at Polar Claw.

The crunching of heavy steps could be heard over the confusion of the humanoids who were suddenly very unsure of their position. Above a large pile of scrap that was in the road ahead of them, two thick, black, leathery wings began to rise up as the robotic form they stretched above stepped forward to the top of the rubble.

"Greetings, Maximals." Onyx Primal spoke calmly and deliberately, his voice sounding barely restrained from anger. "So, we have caught up to you and your fleshling companions. WHERE is our comrade, SCORPINOK!!"

Polar Claw blinked, "Uh, well, what?"

"Oh, good answer great white!" bit Rattrap.

"ENOUGH!! If you will not return him, then we shall avenge his death. PREDICONS, TERRORIZE AND SLAUGHTER!!!"

A huge explosion shattered the cat robot by the cart, sending the cart flying backwasrds, and tipping it upside down.

"MAXIMALS, MAXIMIZE AND DEFEND!" bellowed Polar Claw as he jumped up.

A spinning sword caught him squarely as he transformed, severing his arm clean off. The sword continued spinning in an arc that returned to Onyx Primal's grip.

The other Maximals transformed and jumped out of the way as explosions tore open the ground underneath them.

Dinobot regained his feet and snarled at Onyx."I will bury you, Predacon!!" he roared as he activated his eye beams, but to no avail. "SLAAAG!! Weapon systems still off-line!!"

Polar Claw had dragged himself from the line of fire and was attempting to reattach his severed limb, "The blast was old tech, internal repair systems can correct the damage, but they still need more time! Work with it, give the humanoids time to escape!!"

"EEAAHH!!" Dinobot was forced to dive away as a sword slice nearly severed him in half.


Rattrap had begun to scramble toward the upturned cart, "Oh, of all the mousetraps to get slagged in." He suddenly got caught from behind as a blast nicked him in the shoulder. Spinning he saw Insecticon shooting his crossbow.

"What's the matter vermin? All caught free of fangs? No better Maximal to slag than a toothless one!" Taunted the blue green Insecticon.

Rattrap snatched a piece of rubble off the ground and threw it, hitting Insecticon squarely in the face. Rattrap made a dash for te weapons cart. Shoving his hands under the edge, he began to lift the cart up.

"YOU WILL BURRRNNNN!!" Was all the warning he had as the cart exploded, throwing him backwards and scattering weapons all over. The flying red form of Inferno hovered above the cart, laughing maniacally.


Razorbeast was making his way toward the cart from another direction when he saw it explode. "Balstin' slagin' fire ant." he grumbled just before something slammed into him from behind, knocking him several meters before the greenish blur barreled past him and yelled, "SNAPPER, TERRORIZE!"

The thickly armored Predacon turned toward Razorbeast with a cold glint in his eyes as he opened fire with his double barreled blaster. Razorbeast jumped aside just in time and sought shelter behind a huge protruding chunk of cement.


Wolfang and Cheetor both had their own problems. Waspinator and Buzzsaw had decided to pick on the two swift footed Maximals from the air. They were zooming back and forth, taking potshots at any hiding places the Maximals sought out.


Rattrap had crept away from Inferno who was now shooting randomly from his place above the burning wreckage of the cart.

"Aw, geez. Now what? The guns'll take foreva' ta find in all this..."

An explosion threw Rattrap forward as a bolt slammed into his back. He twisted around and saw Insecticon standing over him with his crossbow leveled at the prone Maximal. "Just like a vermin to play in the dirt." Sneered the Predacon.


Dinobot was being nicked to pieces by Onyx Primal. He could barely find a hiding place before it would explode in a violent torrent of metal and cement. Then, he felt power flowing into his weapon systems. With a grim sneer he spun from behind his hiding place, "EAT SLAG!!" his green eye blasts lanced into Onyx's shoulder. The huge black Predacon barely flinched before firing a pair of wrist rockets to throw Dinobot back about ten meters.


Razorbeast reached down beneath the huge slab of his hiding spot and lifted with all of his might. The immense chunk of cement rose into the air above him, and then went flying toward the attacking Predacon. Unfortunately, Snapper was too fast, and rolled under the brunt of the flow. He spun into a clear position and blasted at Razorback.


Cheetor watched s Wolfang was buried under a sliding avalanche of rubble. He had narrowly avoided the same fate himself. The humanoids had left and allowed the Maximals to deal with this problem alone. Cheetor knew he couldn't keep this up for long, and from the looks of it, the others weren't holding out any better.

Then, one of Waspinator's missiles ripped into his side, knocking him flat. As he lifted his feline head to look back, he started hallucinating. He could see three huge humanoid shapes landing in their midst. He decided he was suddenly very tired and needed to close his eyes, after all his circuits were obviously scrambled, and he could feel his mech fluids draining on the ground. He initiated repair procedures just as he blacked out.


Insecticon grimaced as he prepared to blast Rattrap into a pile of scrap. Rattrap could see no way out of this one, not with the Predacon straddling him. -If the ugly bug would just look away for a second-

Then an explosion sent Onyx Primal flying across the battle field. -BINGO-

Insecticon jerked his head in surprise toward where his leader had been standing. That was all Rattrap needed. Reaching beneath a pile of rubble, Rattrap latched onto the handle of a gun. He whipped Razorbeast's huge double barreled gun up toward Insecticon's chest. The wispy black main shook on the gun as Rattrap snickered, "So long bug breath!" and pulled the trigger. The blast threw the Predacon away in a smoking pile.

"Heh, heh... never mess wid da rat!" he laughed as he stood up and turned to see what was going on by Dinobot.

"What the slaggin' steel blazes of the last Inferno!" He exclaimed in an awed whisper.

Three immense humanoid shapes had landed in the middle of the battlefield. Rattrap could only reach the knee of the smallest one. He was in some kind of yellow and gold spacesuit. A fleshling head could plainly be seen inside the helmet. The next largest stood a head taller. He was in a white suit with blue trimming on it. Once again, the face could be seen inside the helmet, and it was flesh. The third of the group was almost twice as tall as the others. He was in an odd form of armor. It was purple and looked similar to gladiatorial armor. His legs, arms, and face had patches of skin that were clearly visible. He was definitely humanoid, but his flesh had a warmer color to it than the little humanoids who had captured the Maximals. Each of the giants was brandishing huge cannon-like guns. Rattrap watched in stunned silence as the smallest spun towards Inferno, who was still shooting and cackling as if nothing was out of the ordinary, and blasted him out of the air.


"Predacons, Retreat!" spat Onyx Primal as he transformed into a huge black bat and winged his way from the battlefield. Inferno picked himself up and leapt into the air behind his leader, as did Insecticon. Buzzsaw and Waspinator turned and sped after the others, and Snapper transformed into a snapper turtle and shot across the ground with incredible speed.

The Maximals dug themselves out and picked themselves up, retrieving their scattered weapons. Even Cheetor gathered with the small group of beasts as they gawked at the three gargantuan newcomers.

The two smaller humanoids advanced on the Maximals, "Ah, ah ,ah... not so fast my friends," exclaimed the white and blue suited one, in a strange, laid back accent.

"Yeah," spoke the smallest, his voice young, but with the strength of a coming of age in it. "How's about dropping the pea shooters, niiiice and easy."

Cachick, went the other's weapon as he lowered it on the Maximals, "Time to finish off the trash."

"HOLD!" boomed the largest of the three, "They no at fault here. We find out who they are, then, if we don't like it, we scrap em."

"They're the same as those other cats!" retorted the midsized one, "little, fuzzy, and mean..."

"So what if they different? Remember what fleshies thought of us. They thought we all same, all killers."

"Yeah buddy," spoke the smallest one, "you don't wanna make that same mistake. The humans thought we were bad guys, what if they never gave us a chance to prove different?"

The other one lowered his gun and looked at the ruined city around him, "Were they so wrong? Are we so different?"

The large one placed a hand on the blue and white's shoulder, "Remember, we use code. We try to defend. Remember we the good guys. If we weren't here this world be scrapped, many worlds be scrapped." The first rays of dawn's light peered through the hazy red sky, and on the humanoid's chest could be seen the glint of metallic red.

A small, strange, box-like face.

A symbol.

"We the Autobots."



End Part II...