"Would you have happened to dread when one of your own is suddenly evil against his own will?"

"No way!" Ironhide objected

"We would never abandon our friends Omega Scion. You know this!" Prime argued.

"Perhaps not, but for one becoming evil against his own will... that is rather a difficulty few can achieve."

Megatron snorted.

"Maybe I should show you that possibility..."

The Orb glows to life again as the audience takes a seat, some of them uneased by what Omega Scion had said...

The Maximals were scouring at the cliffside, where some of the landforms are slowly losing their stability.

"Now we're losing the reading." Rhinox moaned holding a device slapped at his left wrist. "There's Energon here, but it's too deep to access." The device continuously beeps detecting the Energon, but as Rhinox had said, it is beyond their access. "Dead end."

"As dead ends go, at least this one has a view." Primal mused.

"Yer tellin' me that we spent all day yompin' up here just to enjoy the scenery? Oh, man. What ELSE we got to look forward to?" Rattrap complained, until a missile strikes at the Maximals' position, knocking Cheetor away.

"Ambush!" Air Raid shouted.

"Thanks for the warning, Captain Obvious." Ironhide replied.

"Whatcha doing Maxies?! Blast the fraggers jumping on ya!" Warpath shouted

"Ya had ta ask, didncha?" Rhinox groused at Rattrap. Up top they see the Predacons stationed above them.

"Predacons -- up there! Optimus - MAXIMIZE!"

They all transformed to their Robot Modes and readied their weapons, but with the Predacons around, and the cliff too steep to climb, the Maximals are effectively cornered.

"Nowhere to run, and no place to hide. Yess. Obliterate them!" Megatron and the Predacons began their attack. The Maximals retaliated

"We need a diversion -- cover me! PrimeJets ON!" Primal attempts to rush their position via flight, but he was knocked down midflight by Megatron.

"Big Bot!" Cheetor called out.

"There is only one alternative -- attack! We storm their position." Dinobot proposed.

"How the heck can you do that? You'll be scrapped before you could even touch them!" Onslaught asked.

"You're on th' wrong wavelength, lizard lips. We run!" Rattrap retorted.

"Oh, yes? And just where do we run, rodent?" Dinobot argued.

"It shouldn't be this easy. Noo. But mustn't complain." Megatron mused and continued firing.

Rhinox fired back, but his shooting wasn't even close to hitting any of the Predacons.

"Rhinox -- shoot STRAIGHT, fer cryin' out loud! You're missing 'em by a parsec!" Cheetor beckoned.

"Hold your pipes, kid, he might be onto something." Ironhide commented.

"Close the file on Optimus Primal ...and delete." Megatron ordered.

Rhinox's rapid gunfire eventually struck overhead the Predacon's position, causing a landslide to suddenly fall on the latter.

"Look out!" Scorponok's warning came too late as boulders and debris fall on the Predacons.

Warpath, Air Raid and Smokescreen cheered.

"That's the way to blam it on the Preda-creeps! Ka-Blam!"

"They're feel that in the morning!"

Ultra Magnus replied "I must say, Commander, we've had situations using the environment against the Cons, this may not be new to us."

"Maybe so, Magnus, but it serves effectively to survive that ambush."

"I'm just glad they made it out in one piece." Ironhide added.

"There's more than one way to skin a cat. So to speak." Rhinox complimented then transformed to Beast Mode. The Maximals soon followed suit. With Primal still injured, Rhinox assumed temporary command.

"No time to waste. Dinobot, lead the way. Rattrap, Cheetor, help Optimus. I'll cover the rear."

The aforementioned Maximals followed orders. 

"Just like Prime when Zeta was out for a while, eh?" Wheeljack commented.

The Autobots but their Supreme Commander snickered or shrugged their shoulders. Prime smiled.

"Well done, old friend." Primal groaned using Cheetor as support. "Steady nerves and quick thinking."

"Comes with the job-description." Rhinox replied.

"No I'm serious. If you ever wanted to, you'd make one prime leader."

"Much like our Bee here. Here's to hoping you'd be the next Prime soon."

"Air Raid!"

"I do agree. He's lead us when Prime's gone." Bulkhead added.

"Not you too, Bulkhead."

"Cheer up, Bee, you're in line to be the next..." Arcee assured.

"Thanks... but I'm gonna stay a warrior for now. Leadership's not something I'm sure of." Bumblebee said.

"Who cares? We'll be looking up to you when the last Prime's out!" Silverbolt added.

Prime nodded. He did leave command to Bumblebee when he sacrificed himself to restore Cybertron.

"Thanks anyway -- but I'll leave that sort of thing to you. I'd rather just tag along behind and smell the flowers.

Back at the rock pile, the Predacons barely dug themselves out.

"The rhinoceros. I do believe I may have underestimated him. Yess. And I could find a use for someone like that." then Megatron barks "Tarantulas!" prompting the tarantula Predacon to go ahead, knowing too well what his leader wants.

While the Maximals are moving on...

"Looks clear. Keep on going -- I'll catch up." Rhinox said... he was now too far behind the Maximals due to his slowness.

Tarantulas was anticipating Rhinox's coming and...

"Look out!" said Arcee.

...caught him in the cyberweb, strong enough to carry his weight. Unable to respond, Rhinox passes out due to the cyberweb's shorting of his systems.

"No..."

"Yes!" Shockwave blankly responded.

Rhinox woke up, tied up in what appears to be a claw of devices surrounding him, looking ready to cut him up if given the chance, and overseen by no other than Megatron.

"The Transmuter. Megacycles in the design, But infinitely well-worth the effort, Maximal, as you are about to discover. Yess."

"Transmutation? Strange. Even I had not resorted to such a method before..."

"No, you would certainly think of that to turn more of our friends to you Cons." Grimlock grimaced.

Meanwhile, the Maximals were out patrolling for Rhinox, having been felt that their comrade to be missing.

"If I can just patch in, I can activate his comlink." Rattrap says, activating comms in hopes that Rhinox would respond.

"I say we just go after him." Cheetor proposed.

"Cool your circuits, Cheetor. First we have to find out where he is." Primal said.

"I got it!" Rattrap said upon getting Rhinox's signal. The Maximals honed in to listen what Rhinox was saying.

"If you're going to finish me anyway, then do me a favor. Shut up and get on with it." Rhinox groused.

But Megatron doesn't seem to intend to kill Rhinox.

"Now what is he up to?"

"Unethical, Shockwave."

"Thanks for the analysis, Doctor Soundwave." Breakdown commented.

"Finish you, Maximal? Noo... I've only just started with you." Megatron presses a button.

The platform's tendrils fired a steady laser that affects Rhinox in both chassis and programming.

The Dinobots growled, knowing too well the experimentations from Shockwave.

The Transmuter began to alter Rhinox, turning him to a darker version of himself...

"Rhinox -- TERRORIZE!" Rhinox transformed.

"Transmuter success: effective."

"Indeed Soundwave. What say you and I conduct..."

"I forbid it." Megatron protested.

"Lord Megatron-"

"I FORBID it, Shockwave."

"Yes, Lord Megatron."

"Afternoon, all. This a private club, or can anybody join?" Rhinox asked, in a dark tone.

"Let me be the first to welcome you. Everyone: meet -- our new Predacon." Megatron introduced.

Having overheard of the process that turned their friend to an enemy, the Maximals pondered...

"Rhinox reprogrammed as a Predacon? Oh, man." Cheetor stirs, frightened.

"Indeed, most ominous. It alters the balance of power." Dinobot replies.

"I'm talkin' about what it does to Rhinox! Better dead than Pred!" Cheetor argues.

"Some of us have survived the experience, Furball." 

Elsewhere, Rattrap tries to regain the signal to no success..

"I can't get it back... we're too far away, and there's too much interference. We'll have to get closer to the Predacon base." Rattrap transforms to Beast Mode before he can feel the Energon oversaturation.

"Yeah, real close, like through the gates with lasers blazin'!" Cheetor proposes. (Warpath: Now that's what I'm talkin' about!)

"Negative. We don't have the forces for a full-scale assault." Primal responded. (Ironhide: There goes your lasers blazin', kid.)

"Yeah, but the kid's got a point! Man, we can't just leave my pal there!"

"Oh, yes we can. That's EXACTLY what we're going to do." Primal proposes.

"Oh, good." Until the Maximals were getting to what Primal was talking about "What!?"

"Optimus, you got a few bugs in the Systems Directory?" Rattrap asked.

"No, but I've got a hunch that Megatron's bitten off a little more than he bargained for. Yes."

"That's Megatron's thing, monkey boy." Knockout quipped.

Back at the Darksyde...

"Nice little set-up, Chief. I think I'm gonna feel right at home." Rhinox quipped to an impatient Megatron.

"And now that you've toured our base... to business." Megatron pressed a few buttons to reveal the Axalon in front of Rhinox.

"Your former lodgings, Rhinox. And you have intimate knowledge of the defense systems... knowledge which will... prove most valuable. Yess."

"Something tells me this Megatron's gonna regret bringing that rhino to his ranks." Vortex theorized.

"What'd you mean, Vortex?" Blast Off asked.

"No idea, better that we just find out."

The Combaticons were uncomfortable by what their unhinged comrade meant, but continued on.

"And what's in this for me?" Rhinox asked.

"The satisfaction of having played a leading role in the destruction of your former comrades." Megatron replied.

"Destruction. Yep, destruction is always good."

Until Megatron grunted in irritation. The Darksyde's computer was acting up again.

"Something wrong?" Rhinox asked.

"There must be a malfunction in the image decompression protocol array." Megatron checks his systems in diagnostics.

"Gee. Hope it's under warranty." Rhinox then departed, heading to Scorponok's lab where the latter was lazing about.

"The Chief wants to know how long this is gonna take." Rhinox asked.

"Tell him not to get his software in a snarl." Scorponok retorted then continued "First I have to figure out what the slaggin' problem is. Hang on." he opened the computer's processor chip to find... "The redactor modem's missing."

"I wonder who could do that..." Barricade asked.

"No! You shock me, Scorponok." Scorponok departed, and when he left, Rhinox revealed to have the modem in his hand, which he later crushed to pieces.

"Very sneaky for one built like Breakdown."

"Gee, thanks, Shockwave. Thanks." Breakdown replied.

His colleagues snickered.

"Scorponok! Over here!" Once the scorpion Predacon turned to Rhinox standing beside the data stacks, he began to push it slightly like it's Jenga.

Scorponok cautioned Rhinox and said "You wanna be careful, there..."

"Oh, I'm being real careful." Rhinox continued to 'slightly' push the stacks "See, I'm on this side. And it's all gonna fall... that way!" then pushes it entirely, causing the stack to fall on Scorponok.

The ex-Decepticons laughed.

"Oh my, what fortune to befall on a fool!" Megatron guffawed.

The Autobots were looking at their 'former' enemies, with discomfort.

"You seem unfavorable towards your descendants, Megatron." Prime said.

"That is because I expected our descendants to be as strong and mighty as we were. Not become a rabble of cowards like those my possible descendant leads."

Megatron and Waspinator later discovered him being flattened by the data crates.

"Idiot! What have you done?" Megatron asked, but Scorponok doesn't reply, being flattened like a pancake.

"The idiot does not ressspond. The idiot is comatosssse." Waspinator comments.

"Get him to the Restoration Chamber." Waspinator complies and drags Scorponok along.

Taking him to the Chamber, and leaving, but as soon as he left, a makeshift wrecking ball struck Waspinator at the face, sending him spiraling out of control.

The Combaticons laughed more.

"Heads up!" Rhinox quipped.

"So THIS is the game." Terrorsaur went to pass around the dazed Waspinator as the latter was bouncing around like a ball.

"Destroy all Autobots! Bots... Bots...!" Waspinator slurred out of confusion.

"Waspinator, what are you buzzing about?" Megatron asked.

"Waspinator? Negative-negative! I am Shrapnel, Decepticon her-O! O! O! O!" he continued flying around both Megatron and Blackarachnia like a confused drunk.

The Combaticons, Breakdown and Shockwave had a mirth of nostalgia remembering Shrapnel.

"Ah Shrapnel. He was also my Energon drinking buddy." Swindle recounted.

"I know what you mean Swindle. Shrapnel's always the bot that pays for the drinks. For every mission we did right!" Barricade added.

The Autobots frowned. The very Decepticon that had decimated much of their stationing forces at Nebulon, which was northwest of Kaon. One that Sentinel Prime had killed.

Megatron remembered fondly of Shrapnel being one of the forefront rebels of his movement and who stood up to Sentinel Prime. He never forgot how the brave Decepticon sacrificed himself to protect him from Sentinel's wrath. Quite fortunate that Sentinel had died by his hand.

"Shrapnel? That was a Decepticon from the Great Wars, three centuries ago. He's wacko." Blackarachnia commented.

"Wacko? NO! Wonko! Wonko the Sane!" Waspinator ranted out of confusion, landing in between Megatron and Blackarachnia.

Bumblebee smirked remembering the legendary comedian Wonko. Poor fella just basically passed away due to Energon shortage before the war. "I'm gonna miss that weird-bot. Him and his crazy jokes."

"Me too, Bumblebee." Air Raid said.

"Look who's here. Our loyal friend." Terrorsaur said as soon as he met Rhinox.

"Is that supposed to mean something?" Rhinox said, playing dumb, but Terrorsaur was not buying it.

"Deep-six the big-wide-eyes routine. You're tryin' to destabalize the whole operation so you can knock off Megatron and take over. Well, I got news for you, pal... I like this plan." Terrorsaur continued his proposition "So here's the deal -- you an' me -- equal partners."

"Just like Starscream when he tried to muscle Lord Megatron out to be our leader." Vortex reminded.

Onslaught and Megatron facepalmed. They both knew how terrible Starscream was as a leader. The rest of the former Decepticons shook their heads.

"Vortex, for the love of Primus, don't EVER bring it up again. I'm sick of that." Onslaught ordered.

"Of course, Onslaught."

"No, here's the deal." Rhinox made a reproposition and throttled Terrorsaur "Yer gonna keep your big beak shut an' do exactly what I tell you. 'Cause one false move and yer a new fast-food sensation: Pterodactyl Hot Wings. Get it?"

Terrorsaur squawked "Got it!"

"Good." Rhinox then releases Terrorsaur.

"I'm getting real scared of Rhinox here. He's being more dangerous to the Preds than he is to the Maxies." Smokescreen said.

"Big mistake. Our Megatron wouldn't have made that unless it suits his plans." Jetfire added.

"And now it's coming to bite him in the aft." Bulkhead commented.

Via surveillance by the Darksyde, Megatron finds...

"Tarantulas? Blackarachnia?" both of them hanging in their own cyber-webs. This confused Megatron more as he ponders "These spiders have been poisoned! WHAT'S GOING ON AROUND HERE?!" he asks angrily, confused on the sabotage around his crew.

On the outskirts of the Darksyde, the Maximals were realizing what Primal was thinking all along.

"Now I get it... leave Rhinox in there, and let him create total chaos!" Cheetor said out of pure deduction.

"Yes, I was guessing that the transmutation would push his aggressiveness quotient right off the scale... and it looks as if I guessed right." Primal retorted.

"Ooof, the Preds gone scrapped up." Air Raid commented.

"There's just one problem. Megatron is no one's fool." Dinobot pointed out.

"Yeah! I mean, pretty soon, he's gonna put two an' two together... and then what happens to Rhinox?" Rattrap asked, concerned for his friend.

A recovered Scorponok then turned to Megatron and said slowly...

"I... I looked up... BLAM." Scorponok emphasized his unfortunate incident.

"It seems I made a mistake by reprogramming the Maximal. Yess." (Megatron: Sure you did, fool.) "But fortunately, this can be rectified. It's time to bring this experiment... and Rhinox himself... to an end." Megatron proposes.

Realizing that Megatron would find out...

"We gotta move -- and fast." Cheetor proposes out of impulse.

"Not yet. If we intervene now, we're facing seven Predacons... including Rhinox." Primal belayed.

"An' if we wait, we're facing six Preds and a large collection o' rhino-bits." Rattrap retorted.

"He's right. The game is over." Dinobot pointed out.

"Not quite. Rhinox and Megatron have one more hand to play...with each other. We'll move in closer, but then we'll hold our position. Until I give the word." 

Prime was marveled at his possible descendant's genius. "Brilliant of you."

"Commander?"

"Let us see if this plan of theirs succeeds, lieutenant. Assuming it cannot lead us to anywhere."

"Yes sir." Ultra Magnus replies.

Rhinox began to hang around in Beast Mode until Megatron intercepted him...

"Rhinox. Such a pleasure to see you, Rhinox." Megatron replied with a sour jovial tone.

"Always a treat to see you, too." he retorted.

"Traitor!" Megatron accused.

"Yep, you've got a point, there. In which case... Rhinox -- TERRORIZE!" Rhinox transformed to Robot Mode. Then he grabbed Megatron...

"They're playin' our song, Megatron. Time t' dance."

"Oh, I do so hate to disappoint. But you won't mind if I sit this one out?" Megatron knocked Rhinox off him, causing the traitor to nearly fall off balance, but he still managed to regain it standing.

"Scorponok -- TERRORIZE!"

"Terrorsaur -- TERRORIZE!"

Both Predacons began to surround Rhinox, but upon noticing Terrorsaur, he taunted "Oh, you're back on their side, now? Gee, a guy can hardly keep track."

Megatron and Scorponok raised suspicions on Terrorsaur.

"What's