The sky, cleared of clouds, sparkled with tiny, white diamonds. North winds caressed the Axalon with gentle fingers much like a mother’s touch. Two distant moons shone down with full faces that illuminated the outer hull of the grounded ship. Nothing stirred in or out of the Cybertronian exploration ship. The maximals slept soundly in their quarters, unaware of the outside world, all but Rattrap. He had been stationed on night watch for the week. The rat lazily watched the read-outs on the screen in front of him. Man! Why did I get stuck with this lousy job! Don’t I get enough from you, Big Banana! Rattrap propped his arm under his head. I’m sure no one will notice if I take a little rat-nap. He began to close his optics when the computer alarm sounded. Rattrap jerked up. The read-outs flying across the screen. "What the slaggin’-" Rattrap’s fingers typed furiously. Moments later Optimus and Rhinox entered the control room sluggishly. They still were trying to escape the drowsy effects of being ripped from sleep. "Hey, fearless leader, we gotta stasis pod landing."

Rhinox motioned to Rattrap to move so he can trace the pod.

"Where is it going to land?" Optimus asked with anticipation. Rhinox hit a few more buttons and abruptly stopped. He stared at the coordinates that were given.

"Rhinox?"

"It’s going to crash right in the middle of Pred territory." Optimus and Rattrap gasped.

"Have the Preds detected it yet?" Optimus wasn’t sure he wanted to hear what he expected.

"More than likely they are already there." Rhinox said quietly. Optimus stared at the screen for a moment longer.

"What are we gonna do?" Rattrap asked in a small voice.

"There’s nothing we can do."

"We ain’t just gonna let the Preds take it! Not without a fight! Are we?" Rattrap protested, which was unusual. Optimus lowered his head. He knew that not even Cheetor would get there fast enough. They had lost this one. For now…

Rhinox was right the Predacons had almost reached the crashed pod. Megatron had only brought his loyal minions with him. He had scanned this stasis pod before and knew it needed special attention. Attention that Megatron could provide. Megatron smirked as he thought of what he prepared to do. Inferno and Scorpinok accompanied him on the outing. Both eager to obey him. Soon Megatron would have another loyal operative. "Megatron the pod is in range," Scorpinok informed Megatron.

"Yes! Inferno fly ahead and make sure the maximals don’t surprise us." Inferno saluted his commander and whirled around towards the crash site.

"Megatron you really think the maximals will show up?" the scorpion asked doubtly.

"It’s just a precaution Scorpinok. I have a feeling that Optimus will know not to challenge me this time." They finally arrived at the pod and Sporpinok went to work.

Inferno landed next to his leader, "My Queen, the area is secure."

Megatron rolled his optics at what the ant always called him.

"Status, Scorpinok?"

"This protoform is no good. It only has half a spark."

"Yes, just as I expected. Now you two may go back to base. I’ll finish here."

"What? What are you intending to do?" Scorpinok was dumbfounded.

"Trust me, by the time I return we will have a new Predacon in our ranks."

"Where’s Megatron? Did he get splattered by the maximals?" Blackarachnia chuckled to herself.

"No! He told us to leave him there with the maximal protoform. We don’t know what he’s doing." Scorpinok was ticked at the widow’s uncaring remark. Before he could do anything about it Blackarachinia ripped her missile launcher out and placed it under his chin. Scorpinok in shock did nothing but let his mouth drop.

"Listen, Predacons! We have an opportunity to over throw Megatron! Are we going to just let it pass by?"

"I will never betray the Royalty! Death to all who oppose the Queen!" Inferno reached over his shoulder to destroy Blackarachnia when he lurched forward, landing face down on his hover platform.

Terrasaur was revealed to be the blaster. He smiled cruelly, blowing smoke away from his barrel.

"Hey I’m not complaining. For now…" Blackarachnia twisted her face into what she called a smile. The she-spider than again turned her attention to Scorpinok. "It’s your call, Scorpo. Either join me or be slagged." Megatron’s second in command shook uncontrollably, feeling all the others boring into his skull, waiting for his answer. He was about to answer when a voice interrupted the awkward silence. But it wasn’t Megatron’s.

"Yes, Scorpinok what will it be?" Two bots from the shadows stepped forth. One was Megatron; the other was one that none of them had ever seen before, and also a female. The new bot’s sword and wrist-mounted cannon were raised towards Blackarachnia’s head. "I think you are to reconsider your attempt to usurp my throne, Blackarachnia."

Megatron’s toothy smile made the spider drop her weapon. Terrasaur was the first to say something. "Who the heck are you?"

The new Predacon now stood by their commander. "She is my new second-in-command, Terrasaur. Do you have any problems with that?"

The flying robot sunk back into the shadows. "Good."

Megatron then slipped into his command chair and barked orders to the computer. "Now my new minion, I feel I should test your strength, yes." He fiddled with the controls and his 3-D orb had several flashing points on it. "These areas have had the heaviest maximal activity. Those places are where I want you to patrol."

The female complied and transformed into beast mode, which was that of a snow leopard. Megatron watched her disappear in the darkness, smiling. Blackarachnia finally recovered enough guts to talk. "O great! Another stupid feline! Hey, O, mighty Megatron," she tried to rub it in. "What do we call your new pet?"

Her leader turned to face her in his command chair. "Her name, Miss Arachnia is…"

"Snow Phantom! Terrorize!" Snow Phantom had been patrolling when she ran into Dinobot and Cheetor. She engaged them quickly. The pair of maximals was caught off guard for she was in beast mode when they saw her. Cheetor swallowed a face full of laser blasts that knocked him unconscious. Dinobot had only a few seconds to take him under cover. Once behind some trees, he fired his eye lasers. His fire zoomed past her as she dodged them but one hit her shoulder. That shot forced her to fall back and find better ground at which to fight. The shoulder was in shambles and throbbing with pain. Snow Phantom ignored the wound and continued to bombard Dinobot. She thought I must find a weak point! Something caught her attention, the sound of jet engines. Optimus Primal! The predacon slipped back into the bushes.

Dinobot, on the other hand, sprung up to take another shot when he noticed the pred had disappeared. He looked up into the sunlight as Optimus landed next to him. "Where’s the new pred you mentioned?"

"She must of fled hearing your arrival." Informed the raptor. "Cheetor is in need of a CR chamber immediately."

"Alright, you take Cheetor I’ll make a quick sweep of the area to make sure she’s gone. You said that it was a female, right?"

"Affirmative. She has been trained well, so watch your back."

"Are you concerned, Dinobot?" Optimus smirked at his anti-social comrade who in turn just growled and picked up Cheetor.

"Prime jets! On-line!" Optimus soared into the atmosphere searching for their lost soldier. He hated that there was nothing anything they could have done to prevent her being reprogrammed. But maybe Rhinox could do something about this one, and maybe even Blackarachnia and Inferno, too. Optimus knew his best friend had the ability to develop something. The maximal leader deep in his thoughts didn’t notice a tiny light pointed at his chest plate. Before he knew it he had dug a twenty-foot long trench in the landscape, his chest sparking horribly. The bushes in front of him shuffled and a snow leopard emerged with fangs blazing in a curled smile.

"Optimus Primal, I thought really you’d last longer than that." Optimus struggled to stand up but the pain was insurmountable. And to make things worse he started to sort out he’d been in robot mode to long. "Megatron would be pleased if I took your head in now, but…that’s not part of the plan." She came in closer to intimidate him, "We want you to suffer." Like a puff of smoke she was gone. Optimus transformed to beast mode and began internal repairs. What did she mean ‘We want you to suffer’? The ape felt totally responsible for this transformer as to what happened to her. He solemnly headed for the Axalon, and stated "Till we meet again."

"You mean one pred did all this?! Somebody’s pullin’ my tail, here." Rattrap had seen many things since landing on this planet, but one predacon beating them all up was not one of them.

"I’m not kidding, Rattrap. Just ask Cheetor." Optimus looked sternly at his rat soldier who avoided eye contact. The maximal commander scanned the base for Rhinox. He, like always, was working on something in his lab. Optimus started walking in to confide in his friend when he shot up from his chair.

"OPTIMUS!" Unaware that Optimus was present he headed for the door ramming into him.

"Hey, Rhinox. I’m right here." They both straightened to face each other. "What’s the matter? What are you doing in here?"

"I think I may have found a way to reprogram our protoforms."

"How?"

"Well, I could implant a maximal chip directly into their CPU. Although it will take a chip from someone who has already been activated."

"So you mean one of us could donate a chip from our CPU’s?"

"Exactly! Although it’s risky and it might even leave a mental link, but it should override their predacon tendencies."

"I see…hmm…well I think it’s worth a shot, if we can capture any of them. And I’ll be the first volunteer."

"You’re not serious are you? It may not work, and if it doesn’t you’ll both go offline."

"I know the risks, but it seems the only way, old friend." With that Optimus returned to the control room.

The room filled with steam from his oil bath. Megatron sat in it laughing hysterically. In the corridor Blackarachnia hung from the ceiling watching and thinking. What is grape face up to now? The creaking of a secret door could be heard and from it walked in Snow Phantom still in robot mode. She clung to her shoulder that was tore up bad.

"Aahhh, Snow Phantom! I’ve been waiting for you!" Blackarachnia noted how pleased he sounded.

"Yes I have returned to you, Megatron." Snow Phantom then kissed him lightly on his cheek! The spying spider almost yelped out in disgust, but caught it in time. She turned her attention to the couple once again.

"I loved the way you handled Optimus, yess, very good!"

The she-spider wondered, How did he know what she did on patrol? Hmm, I guess that’s what I must find out.
"Yes, I’m sure Optimus will regard our threat to be legit. But I need repairs, I will see you soon." The cat robot then turned to leave. As she walked out the door, Blackarachnia was caught off guard when she tilted her head and peered at her.

"We know you were watching." Snow Phantom narrowed her eyes. Blackarachnia jumped down and transformed to talk face to face.

"What is wrong with you? Don’t you know whom you just kissed? You know Grape Face?" There was no response from her new comrade.

"Well, I’ll tell you that-" In mid sentence Snow Phantom resumed her walk to get repairs, Blackarachnia followed. "Hey! I was talking to you!"

"You can not convince me to tell you anything. I know you as well as Megatron knows you. So I don’t want to hear it, understand?" Blackarachnia stood there without a word as the injured cat-bot continued down the hall. How could she possibly know everything that Megs knows? She hasn’t been here that long…well Tarantulus and I will know soon enough.

Megacycles later Snow Phantom stepped out of the repair liquid, refreshed. Trekking back to Megatron, she was intercepted by Blackarachnia.

"Before you say anything…I just wanted say that we need to friends. For as you know we are the only females on this condemned ship. We need to stay close and help each other. And I need someone to help me with something." Snow Phantom glanced aside for a moment, then smiled as she looked back at Blackarachnia.

"Sure, you are my teammate. So of coarse I’ll help you."

"Good it’s right in HERE!" The spider shoved the snow cat down a chute to an underground cavern. Snow Phantom landed on a blue spider’s web that shimmered. She tried to escape but she stuck to the web. The spiders were present and they didn’t even talk to her before clicking on his computer. They wanted to make this a quick scan of their cat prisoner.

"Hurry! Megatron will be missing her soon!"

"I know Witch! Back off! Let me work!" A huge metal contraption hovered in front of the struggling cat and emanated a
green light. The light tore through her like fire and she let out blood curdling scream.

"That’s it! We got it!" The spiders bent over to see the report, they both gasped in unison.

"So THAT’S how she survived! Megatron placed his spark inside of her! He’s living through her!"

Laughter piled into the caverns, and the spiders knew it to be Megatron’s. They searched for the source only to find it coming from Snow Phantom. She spoke to them in Megatron’s voice.  "Sooo, you found out our little secret. Ha! Not that it will do you two any good." Finally the real Megatron ventured from the shadows. This time he spoke through himself. "Snow Phantom and I are truly one. Normally I would punish you for such disobedience but…" He gently freed his other half and continued to talk. "I need you for the battle to come. Therefore I spare you." They were both relieved to hear that. Megatron held on to Snow Phantom for she was still a little weak from Tarantulus’ machine, but not enough to kick her out of a fight. "Let us go now and claim victory!" Megatron lifted his arms in laughter before summoning the rest of the Predacons. Then he laid out their battle plans to destroy the Maximals.