"Settle down. Settle down."

Everyone stopped to take a quiet seat to the next viewing...

Down below, Waspinator attempts to attach a strange device on a crack, but he complained.

"No, no! Waspinator tired of this! Bomb fits hole! See?"

"It's not a bomb you bug." Blackarachnia corrected "It's a sonic emitter. And when we've placed it correctly, it will blow a sweet little door right in the bottom of the Maximal's base."

The Autobots were having mixed thoughts about all this. A Predacon plot to destroy the Maximal base from underground? That sounded so underhanded to the honorable Predaking.

"Cowards. Unworthy of the title Predacon!" Predaking sneered.

"I second that." Megatron said.

"We have to widen the tunnel. So widen!" Terrorsaur demanded.

"I'm soiled enough already just being around you two. Spider can dig her own holes!" Blackarachnia retorted.

"Megatron said dig... So start digging!" Terrorsaur repeated his demand.

Blackarachnia transformed and pointed her crossbow at Terrorsaur...

"I'm the brains of this group, not the brawn." she reiterated.

The pterodactyl gave in and fired his laser eyes at the sonic emitter, earning cackles from Blackarachnia.

"Heheh, just like Soundwave. Just to remind Airachnid who's in charge!" Megatron commented.

Back at the Axalon....

"Tangler guns target intruders with plasteen coils. That gives the stun guns and cyclotron fields time to set up for the knock-out punch." Rhinox theorized upon setting a display of Megatron getting tangled by the coils, then getting hit with the both stun and cyclotron.

"Beast or bot, old Sentinel here takes em down!"

"You said, make the base impregnable."

"Well done." Primal complimented. "How long before Sentinel's fully operational?"

"Sentinel? They named their security system after Sentinel Prime?" Prime asked.

"Isn't that a bit too convienient?" Bumblebee said.

"Maybe so. But with the Beast Wars around them, it seems the Maximals are forced to make due with what resources they have." the Last Prime replied.

"Three or four mega-cycles, depending on..."

They were interrupted by the Axalon's alarm.

"What?"

"Bigbot, There's a Predacon makin' the scene in sector 19!" Cheetor notified. "Looks like Waspinator."

Primal switches the computer to the Axalon's radar systems, revealing an intruder by a red dot in their territory.

"That's the third Predacon we've spotted in that sector in the last three days...Cheetor, contact Tigatron, have him meet me at coordinates 4-5-8." Primal ordered then departed.

Elsewhere, Waspinator flies around Maximal territory like a directionless insect...

"Waspinator sick of taking orders. Waspinator is...is greatest of Predacons. Waspinator rules!" (Megatron: Sure you do... in your own little world.)

Down below, Tigatron observed Waspinator, and got caught by surprise by Primal behind him.

"Not many can creep up on me like that." the white tiger Maximal commented.

"You can learn a lot from Rattrap. If you can stand him." Primal replied.

Prime was mildly amused by the minor dig of sarcasm.

"Looks like Waspinator's been on a sugar binge! So how long has he been doing that?"

"Long enough to make my head spin." Tigatron replied. "Shall I bring him down?"

"No. Let me shake him up a little, see where he runs. You follow on the ground in case I lose him. Optimus Primal Maximize!"

He transformed to Robot Mode, flying to exposing himself to Waspinator once he tapped him in the shoulder.

"One day Megatron see Waspinator is true leader of Predacons. Then... OPTIMUS PRIMAL!" Waspinator gleefully cheered after turning his back, seeing Primal then chased after him. Prompting the latter to take flight to "escape" from Waspinator.

Unbeknownst to him, Tigatron followed in pursuit.

"He's out of his processors to stand out in the open." Bulkhead said.

"Yep. But remember the Predacon plan to blow up the Axalon from under?" Wheeljack replied.

"Looks like they've gotta find out for themselves."

Back at the Axalon, Dinobot was not too pleased by the Axalon's choice of defense.

"Tanglers, stun guns? What sort of defense grid is this?!"

"What's gummin' your gears?" Rhinox asked.

"Those toys won't stop Predacons in battle mode! Lethal threats demand lethal response." he replied fiercely.

"Oh, yeah? Well, respond to this, ChopperFace!" Rattrap fired a tangler via turret at Dinobot. The ex-Predacon turned around but could not react in time once the tanger starts to restrain him.

The young Autobots were amused.

"Tanglers work pretty good on old Dinobutt." Rattrap retorted. "Maybe Preds ain't as lethal as they think!"

"You're gonna have to chew on those words, rat." Knockout commented.

Dinobot squirmed and rolled over. After struggling, he broke out, pulled out his sword and charged in a rage. Rattrap saw this yells "Incoming!" and pushed Rhinox out of the way, prompting Dinobot's sword strike to instead hit the computer as Rattrap dived out of the strike. Delivering the warrior a great deal of shock that temporarily shocks his systems and sends him back to a wall.

[Warning. Intruder alert. Sentinel on-line. Acquiring targets.] the system immediately activates, recognizing it's creators as intruders.

"Show's over, Rhinox! Shut it down!" Rattrap commented.

"How? The console's junk, thanks to you and Dinobot." Rhinox replied.

Cheetor arrived and asked "Hey, what's going on?"

"Sentinel thinks we're intruders." Rhinox presses a few buttons, but no response from Sentinel. "We've gotta get out of here! Help Dinobot!"

Cheetor saw to Dinobot.

"Wha... what about the friend-or-foe program?" Rattrap asked.

"That's what I was installing when you pulled this stunt!" Rhinox replied.

"Oops..." (Smokescreen: You messed up big time cheese eater.)

[Defense grid armed and ready.]

The defenses activate and fire, prompting the Maximals but Rattrap to flee.

"Let's move!" Rhinox ordered, but saw Rattrap heading into the opposite direction.

"Rattrap, what are you doing?"

"We can't abandon the base. And since I turned this thing on, I'm the one who's gotta turn it off." the rat Maximal replied, ripping apart a venting to sneak inside in Beast Mode.

"Just like our leader would do when the Ark would turn against us." Bumblebee commented.

The Autobots chuckled, but the higher-ups and their Supreme Commander remained quiet until now.

"That's very perceptive of you, Bumblebee." Prime replied.

"Oh man, I'm starting to sound like Optimus Pinhead." (Ratchet: Show some respect to your leader.)

"Rattrap!" Rhinox tried to call, but he was forced to leave the Axalon once the defenses started to fire at him again.

Elsewhere, Waspinator was keeping away from Primal, not knowing of Tigatron following them from the ground.

"Waspinator must warn others!"

Waspinator eventually vanished out of view. Confused, Primal veered around and saw a cliff face, forcing him to fly up, only to crash into a higher cliff.

"Optimus!!!" Tigatron called out.

Primal was flying out of control but he managed to keep his flight pattern, and activated his scanners.

"No place to hide. So where is he?"

But as soon as he was able, he felt the Energon surge again through his systems.

[Warning. Energon surge.]

"Does this happen all the time?" Predaking asked.

"Quite so. Remember that they acquired those forms to protect their bodies from Energon oversaturation." Ratchet answered for the king.

"Oh yes, that. Hundreds of thousands of years would have our bodies evolved into the future.

"Did you see him?" Tigatron said after meeting up with Optimus in Beast Mode.

"No. But I can still smell him. He's here somewhere." Waspinator was nowhere to be found in the forests, but Optimus received a new notification from the Axalon via comms.

[Maximal alert. Intruders have infiltrated base. Sentinel now at Level One.]

"Sentinel? Who is Sentinel?" Tigatron asked.

"Our new defense grid." Primal replied. "But it shouldn't be on-line yet?" until the white tiger Maximal realized. "It might be wise for you to return. I'll hunt down Waspinator." Tigatron proposed.

"Yes. Something's going on in this sector and I want to know what it is. I'll send back-up as soon as I can." Primal replied, but Tigatron refused aid.

"A lone hunter, are you?" Knockout asked with a whistle.

Megatron shrugged his shoulders.

"I need no help hunting Predacons. And I prefer to prowl alone."

Optimus and Tigatron split up. Optimus transforms to Robot Mode again, but he felt a notification from his systems.

[Field dampers at 15 percent. Suggest transformation back to Beast Mode.]

"Have to risk it. Jets Online, Maximum burn!" Primal heads to the skies to fly back to the Axalon.

"It's no surprise this Primal takes a lot from you, Prime. Placing others before yourself even if it means risking critical damage." Megatron said, unsurprised.

"That's why he's our leader."

"Bumblebee, please..."

"No Prime! I mean it! You've risked your lives for ours so many times! I just can't leave it alone without repaying you with anything! That's why I've looked up to you since the day you were Prime, because I knew you would see us through the light no matter what!"

Prime felt his spark warmed and he smiled.

"Thank you, Bumblebee."

Predaking was amazed. at this show of loyalty "And I wonder why my underlings wouldn't do the same even I reminded them who is their king."

[Unauthorized personnel detected. Perimeter shield activated.]

Sentinel activated shielding around the Axalon, effectively preventing the Maximals from getting inside.

"Giga-bummer! Sentinel's locked us out!" Cheetor said.

"Rattrap, come in! Rattrap, do you read me?" Rhinox tries to hail Rattrap, but no reply because of the interference caused by the shielding. "Slag. The shield's jamming our comlinks."

"Apparently you've built a better mouse trap." Dinobot commented.

Inside, Rattrap opened a venting that revealed bright blue goo passing the halls.

"Zero friction fluid? C'mon Rhinox, that stuff's strictly for amateurs."

Knockout began opening a databyte regarding the innovation of zero friction fluid.

Rattrap landed down and spouted confidently "This ain't a security grid. It's a gym just for spy guys like me." Sentinel fires at him, but Rattrap was not taking his lying down. "One and two and stretch... now bend." the rat dodged like he was taking an calisthenics session. "Now lift. Feel the burn. Yeah!" then scurried away to the destroyed opening.

Bumblebee and Smokescreen snickered like little girls at the display of gymnastics.

"I'm rather impressed that Rattrap used the defenses against itself to find himself an opening." Ratchet commented.

Back at the mountainside, Tigatron was tracking Waspinator...

"The trail leads here. But something's not right..." he put out his paw in the wall, only to pass it through without severing his claw. "A holo projector. Clever." He passed through the holo-projected cliffside.

"Holo-projector?" Prime asked.

"Isn't the future so interesting we can even disguse exits with holo-projectors?"

"Bulk, I told you..."

"Not today Ratch. I'm sure we can find a bot who can invent that without having it blow into our face-plates."

Ratchet grumbled in embarassment while his younger subordinates sniggered behind his back.

"I never had that problem..."

Back at the outside of the Axalon...

Cheetor and Dinobot attempted to breach the shield by shooting at it but Rhinox stops them.

"Well, we can't blast our way through it." the science officer replied.

Being in robot form for too long has the Energon surge through their systems again.

"Oh no, the Energon fields are starting to mess with our circuits. Transform to Beast Mode." they all transformed to their respective Beast Modes, until Primal arrived.

"What's going on Rhinox? I got a message from Sentinel about intruders in the base?" he asked.

"It's talking about Rattrap. He's trapped inside. And if we don't figure a way to deactivate Sentinel soon, he's toast." the rhino Maximal replied.

Back inside...

[Intruder, you are required to stand down.]

"Yow!" Rattrap panicked and barely manages to dodge them.

"Cryo fields and disruptor bolts!" a disruptor bolt knocks him off the ladder, but he manages to get up by lodging himself between two of the walls via his clawed feet "Give it up Sentinel." he taunted the system further "You don't have a chance. 'cause I'm a stealth fighter, a master marksman (Arcee: You didn't even hit Terrorsaur while he was flying.), and... a demolition expert." he transformed and pulled out an explosive, then threw it at the disruptor turret, blowing it up to smithereens.

[Resistance persists. Upgrading program.]

More turrets arrive, frightening Rattrap.

"Oh, man! There won't be enough left of me to fill a teaspoon." The turrets fired at him, knocking Rattrap out of balance but not before they would be destroyed themselves thanks to Rattrap's quick shooting, then held on to a closed elevator shaft which Rattrap opens by shooting the controls before he would fall. He threw his gun and later himself in the opened shaft before the cryo-field would close in on him.

"Now to get to the core and show this hunk a junk what it means to mess with me!" and moves out.

Elsewhere, Tigatron infiltrates in the dark depths of the cavern where Waspinator was last seen. Eventually, he hears the wasp Predacon talk with his comrades.

"Waspinator says we must deal with Optimus first!"

"Tigatron- Maximize. Stealth Mode." he transforms, blending in with the shadows to avoid getting caught by the Predacon team.

"Gee tiger, you think it's a good idea to take on the Preds by yourself? You could have asked Primal to get you some backup if you can't take them all alone." Knockout commented.

"To be fair, he has proclaimed he hunts alone, so he's used to accomplish missions by himself." Ratchet answered.

"It's foolhardy, Ratchet." Ultra Magnus commented.

"Maybe so. But have confidence. Tigatron will have to deal with it by himself." Prime assured.

Tigatron moves from cover to cover, avoiding detection from the Predacons.

"Optimus will never find us here." Terrorsaur replied.

"And even if he does he'll be too late." Blackarachnia replied.

Tigatron readies his weapon.

"The emitter is ready. In 15 cycles we'll be inside the Maximal base." Blackarachnia continued. But they would be caught red-handed by Tigatron.

"The only place you three are going is the slag heap!" he taunted. He fires, scattering the Predacons, then leaps forward, taking the emitter and running away.

"He's stolen my invention!" Blackarachnia screeched.

"Predacons - Terrorize!"

The Predacons transform and give chase, firing at the fleeing Tigatron, but he manages to hide in the shadows, confusing the pursuing Predacons.

"Normally I would not condone for such a method, but he is outnumbered, so I'd make this advisable." Predaking commented.

"Where did he go?" Blackarachnia asked. Tigatron appeared above and overhead the Predacons.

"Right here Predacon!" then fired, disarming Terrorsaur and Waspinator.

"You can't win cat!" Blackarachnia taunted "The emitter will explode and take you with it."

"In that case, allow me to return it." Tigatron threw it back, causing the emitter to close in to detonation.

"NO!"

"Let's get out of here.." the Predacons flee. Tigatron as well, before the emitter explodes in the distance, knocking down the Maximals above.

"Jumping Gyros, what was that?" Cheetor asked.

"Let's find out! Battle mode!" The Maximals transform and make ready for battle, eager to see the intruder.

The blast crater revealed Tigatron coming out, looking dazed and injured.

"Tigatron? What is this?"

"It's a long and very ugly story."

"I want to hear it. As soon as we deal with our other problem."

"Problem?" the white tiger Maximal asked confused.

Back inside, Rattrap managed to make it into the core.

[Unauthorized Access to Computer Core!]

The turrets remerge and fire at Rattrap, but he manages to get to cover amidst heavy fire.

"Cool your circuits kid. It's just the exterminator, here to blow a few bugs outta your system." Rattrap sneaks in and transforms, destroying the turret with one shot from his gun and made it to the computer, preparing to reprogram Sentinel.

"The foe identification codes. Where did Rhinox put em?!" Rattrap angrily mashes into the faceplate, revealing a red button. "YES!"

But a turret unfurled behind Rattrap and opened up it's cannon.

[Shatterfield online.]

After charging up with a thrum, it fired, Rattrap managed to dodged but he still kept his head down for debris, only for one to be clutched at his legs.

"Ooooh."

"Please tell me we're not gonna see Rattrap die." Arcee said.

"Calm down Blue, he'll find a way around this!"

"Call me Blue again Smokescreen, and I'll rearrange your faceplate."

"Right. Sorry." Smokescreen felt small at Arcee's threat.

[Target locked. Preparing to terminate.]

"Come on..." Rattrap panicked, reaching for the button as quick as he can.

A quick flash as the Shatterfield turret closed in on Rattrap and fired again, but the rat managed to press the button.

"Hey the shield went down." Cheetor saw the Axalon's shield wither away.

"NO!"

"What is it Rhinox?" Primal asked his 2nd-in-command.

"Sentinel wouldn't drop the shield if an intruder was still... active." Rhinox replied.

"Rattrap.... gone?" Cheetor refused. "No way. I don't believe it." Primal puts a hand on his shoulder.

"He was a difficult Maximal to deal with." he assured. "At times, impossible! But I'll remember him with honor."

"I won't disgrace his memory with lies. He was a stinking, omnivorous pestilence. Still in some perverse way, I will miss him." Dinobot replied.

"Sure he smelled bad. He was a rat. But he was my best friend..."

Until they saw a familiar rat who acted so melodramatic after seeing them grieve for him when they believe him dead.

"Don't stop now! You motorheads are killing me." Rattrap mocked.

"Quite the entrance to make." Knockout