The Autobots, Megatron and the Predacons take to their seats, unmoving as they are shown once more....

In the cold regions of the Earth, both Optimus Primal and Dinobot race to get to another stasis pod before the Predacons. They eventually stop due to a huge ice formation hindering their way. No options to climb a structure are 

"Cold. My servo-fluids are within two degrees of... crystalization." Dinobot complained.

"Base, come in. Confirm my position. Are we near the stasis pod?" Optimus hailed.

Back at the Axalon where Rattrap was monitoring Optimus and Dinobot's positions.

"Well, if it was a snake, it would bite you. You should be within few feet of it." Rattrap replied.

"We're within few feet of it. Horizontally. Vertically is another story."

Until Terrorsaur and Waspinator showed up.

"Some intrepid explorers seem to have stumbled into a box canyon!" Terrorsaur taunted.

"Lets close the lid, shall we?" Waspinator agreed.

"Oh brother, an ambush. Doesn't surprise me, the Cons were known for that idea." Bulkhead commented.

Megatron cleared his throat, making Bulkhead feel sheepish.

"We are betrayed!"

They dodged one missile but were knocked back by the next, revealing Scorponok behind them.

"And surrounded! Maximize!" Primal and Dinobot transformed to Robot Modes.

"Terrorsaur, terrorize!" both him and Waspinator transform and fire.

Realizing that they are outnumbered, Dinobot growls...

"Our strategic disadvantage is considerable." and being hit at the shoulder.

"Work with it!" Primal gets knocked down beneath the ice caused by a missile strike by Scorponok, Dinobot included.

"They're trapped." Terrorsaur pointed out. "The pod is my trophy!" he turned to the pod, but found it gone, turning his head to see Waspinator in Beast Mode flying away with the pod in tow.

"Oh, I'm afraid your 'prize' is within the grasp of someone else." Megatron sarcastically commented.

"Fool." both Skylynx and Darksteel said.

Dinobot dug his way out of the snow and fired his optic lasers, blasting Scorponok. Primal followed suit but realizes.

"The pod!" Optimus activated his jets, attempting to intercept Waspinator. "That pod's maximal property!" but Terrorsaur shoots him from the back, sending Primal crashing to the ground.

"Why does that sound familiar?" Predaking and Megatron asked to themselves.

"Which the Predacons will gladly steal." the pterodactyl Predacon taunts then flies away.

"Well, that's just prime." Primal muttered then passed out from his injuries.

Back at the Axalon, after recovering, Primal meets up with his staff, frustrated as Dinobot.

"This makes three straight operations ambushed!"

The Autobots were scowling. Multiple operations were foiled by the Predacons. For what?

"Sounds mighty suspicious. Like some rat slipping info."

Rattrap took offense at Cheetor's metaphor, but the latter quickly assured no offence, earning him chuckles from Bumblebee and Knockout. "Speaking metaphorically, that is."

"It was Rattrap who led us into the box canyon, and nearly to termination." Dinobot accused.

"Whoa lizard boy, that's quite a strong accusation, considering you and Primal nearly got scrapped in that ambush." Skylynx commented.

"Strong accusation indeed. But with no evidence, that accusation is pointless." Predaking added.

"What do you trying to say, you bib lizard head?" Rattrap squeaked at being accused.

"That's ridiculous!" Rhinox objected, slamming his fists against the table.

"Rattrap wouldn't do that!" Cheetor added to the objection.

"Well, I'm not so sure..." Optimus was as suspicious.

"WHAT?" Rhinox and Cheetor asked in shock.

"WHAT?!" asked Smokescreen, Bumblebee and surprisingly, Arcee.

"He wouldn't..." Ultra Magnus muttered.

"Rattrap! I wanna have a word with you. In private." Optimus ordered, prompting Rattrap to follow.

Back at the Darksyde...

The Predacons were working on the stasis pod they had just captured... by scanning around their territory for a suitable life from that the protoform needs.

"Tarantulas, have you identified a suitable life form?" Megatron asked.

"Another Predacon to the cause..."

"Knockout, what are you-"

"Easy there Bee. The Maximals had Tigatron, let's see if the Predacons have their new member..."

Bumblebee shook his head.

"Yes, I have indeed." the scanners detected a black widow.

"Then begin scanning and replication." Megatron ordered.

The scanner's data was soon transferred to the stasis pod. Tarantulas manically continued...

"Lovely! Scanning, replication and programming complete! The new predacon form is everything we could desire! Meet Blackarachnia."

A black widow appears from the stasis pod, then it shouts...

"Blackarachnia- terrorize!" transforming her to a femme Cybertronian of exotic beauty.

Arcee glared daggers feeling the anger and hate take her processors, emanating an aura of discomfort of her comrades around her...

"Uh, Blue... please calm down." Smokescreen nervously assured.

"Calm down?" Arcee glared, scaring him.

"Let me guess, does that Predacon remind you of Airachnid?" Megatron asked. Arcee hated being reminded of her archenemy.

"Yep..." Arcee coldly answered.

Bumblebee tries putting a hand on her shoulder, but she just swats it away.

"Oh, be still my spinnerets."  Tarantulas commented. (Knockout: Someone's got the heat sinks for that spider.)

"Tarantulas, I suspect an ulterior motive behind your beast-form selection. However, I'm sure that Miss Arachnia shall make an excellent Predacon. Yes..." Megatron said. "Thank you, Maximals, for the protoform gift."

Back at the Axalon, where Rattrap and Primal were having a sidebar...

"You don't really think Rattrap's backing with the predacons, do you?." Cheetor asked.

"Not a chance." Rhinox refused, having known Rattrap better than Primal.

"Get scrapped, Optimus! You think I was working for the Preds? You've got a whole 'nother program to run, you oversized buffoon." Rattrap spat back at Optimus.

"Heh, the rat's got the manifolds to talk back to his leader like that." Wheeljack commented.

"Well-"

"Don't think about it Bulkhead! I was just in Synthetic Energon!" Ratchet spoke harshly.

"Maximals, Rattrap's loyalty to us has been brought into serious question." Primal announced.

"Oh, come on, Optimus. He's no spy." Rhinox countered.

"The repeated ambush of maximal operations suggest otherwise."

"Something tells me he's got a plan for Rattrap." Ultra Magnus said.

"We'll see... Rattrap! I'm ordering you on a solo mission. You're to search for energon. In sector 12." this shocked Rhinox and Cheetor.

"The lava pits!? That's a death sentence, Optimus! 12 's one big energon storm." Cheetor said, baffled.

"And within weapons range of the Predacon ship." Rhinox added.

"Is he crazy?! That sector's Predacon territory!" Bumblebee asked.

"No way there could be Energon there. It's a suicide mission!" Bulkhead objected.

"He's just bitter about losing that stasis pod, guys." Wheeljack assured.

"Think of it as a test of loyalty."

"Yeah, thanks for nothing, comrades!" Rattrap groused, dismayed that his friends could not help him against Primal. "I'm blowin' this taco stand. Beast mode!" he transformed and stepped out of the Axalon.

"I know you're hard about losing the pod... but you don't really think..."

Primal interrupted Rhinox...

"This mission should answer that question....once and for all."

"Sending him on a mission to find out where his loyalties lie? I should have thought of that long ago!" Megatron commented.

"Of course you would. And it would end with you forgetting about it because the bot whose loyalty you questioned ususally ends up scrapped." Ratchet countered.

In the lava pits... deep into Predacon territory...

"Maximal command, this is Rattrap. My 'recon mission' indicates nothing here but melting rocks. Ya happy?"

"One more sweep, Rattrap, then bring it in." Primal ordered.

Back at the Darksyde, the Predacons were listening in to their communications...

"Check sector 12, point 8-5-1/2-2-9."

"Ah, the simple pleasures of code breaking, yes... Terrorsaur, would you pay our maximal friend a visit?"

The audience frowned. There was no treachery. It was the Predacon's intercepting Maximal codes.

"So that's why the Maximals had suffered multiple ambushes recently. The Predacons hacked into their communications." Prime said.

"No, no activity here. Energon or otherwise." Rattrap found no Energon around, but he was soon intercepted by Terrorsaur.

"Scrap that last report, engaging Terrorsaur!" Rattrap stood up.

"Terrorsaur- Terrorize!"

"Rattrap- Maximize!"

They both fired their guns at each other after transforming to Robot Mode.

"His comlink's still open. And he's under attack. Told you he was no Predacon clone" Rhinox glared at Dinobot, but the ex-Predacon does not agree.

Terrorsaur sneers as Rattrap unsuccessfuly shoots him multiple times.

"Your marksmanship is unimpressive." He taunts then fires his laser eyes closing onto Rattrap. But it results in a collision that breaks the weak structure, causing a large boulder it was supporting to suddenly break and fall onto Rattrap.

"Oh no!" Rattrap squealed in panic, rolling out of the way before the boulder could suddenly crush him. But he was intercepted by a foot pressed at his chest.

"Prepare to be terminated, Maximal!" Terrorsaur screeches, preparing to finish Rattrap off.

"Wait!" Rattrap began to plead. "I beg for mercy."

"What?" asked Rhinox.

"Mercy? At what price?" Terrorsaur asked, confused.

"You name it! I got no links with the Maximals anymore I'm a free agent!" Rattrap proclaimed.

"Traitor." said Arcee.

"Well, well, finally! A Maximal with logic circuits." he pulled Rattrap up on his feet. "Very well, I will spare you in exchange for a certain considerations."

"Yeah... oh right, what have I got to loose... I'll do whatever you say I'll even become a Predacon!"

The younger Autobots were angry. They had seen this kind of defection before. Especially to the likes of Arcee and Bumblebee...

"Like Sweeper..."

"At least that backstabber's as scrap as his Con friends."

"Wha-"

"Sweeper gave away our HQ at Terraxus, Sector A, but Megatron sent him to die to take the HQ. We lost quite a lot of our friends there."

Megatron remained indifferent, but he was partially guilty for oppressing the Autobots.

"Rattrap? No, he couldn't..." Cheetor tried to rationalize in shock, but Dinobot intercepted him...

"Will you still defend your friend... Or will you see him for what he is... a traitor?" said the ex-Predacon. (Knockout: Says the lizard who betrayed his friends.)

"You're a fine one to talk! Rattrap wouldn't..." Rhinox sighed.

Terrorsaur moved back to the Darksyde once Rattrap swapped his allegiance badge, having taken the latter as his prisoner. And he made an annoucement.

"Hear me, predacons! I present you with that will tip the balance of power in the battle against the Maximals! I present you my lieutenant, Rattrap! With the added power of Blackarachnia who was retrieved by my skill (Predaking: You gloated while Waspinator had accomplished the deed.) and Rattrap, who has sworn personal fealty to me, we shall defeat the Maximals! But my gifts to you do not come freely In return I shall became your leader!"

Megatron laughed. "As if that needle-nosed freak can even become leader! He could not even lead an offensive against the Maximals. Much less coordinate a ship!"

The rest of the Audience were not one to speak anyway, they had heard of that rhetoric before...

Meanwhile...

In the far pits of the Sea of Rust, a treacherous Seeker screams like a girl begging for help beneath the Great Maw of the Rust, a Metroplex-sized mouth containing teeth that tears through many unfortunate Cybertronian sailors, as was said in Cybertron's legends.

Back at the viewing...

"You snivelling toady!" Megatron retorted, unpleased by Terrorsaur's power move. "This Maximal isn't your lieutenant, no. He must be a spy, yes. He can't be trusted." but he was suddenly put down by a surge of energy that temporarily disables his systems.

Terrorsaur sadistically cackled.

"Shouldn't have turned your back, bigmouth! Now you'll find your servo-circuits scrapped." Rattrap retorted, being the one holding the device needed to disable Megatron.

Megatron groaned but he was unable to get up, getting another shock from Rattrap.

"Transformation has been disabled as well." then turns to the Predacons... "The better for you to worship your new leader.....and his lieutenant! Megatron is obsolete! All predacons will swear fealty to me!" laughing so evily. But not every Predacon would submit...

"Not Scorponok! Scorponok loyal to Megatron!"

"Reminds me a lot about Soundwave, that fellow does." Megatron commented.

"Then you are even a bigger fool than you look." Blackarachnia jeered.

"Direct as well as lovely But we should debate this in private not in front of a Maximal." Tarantulas proposed.

"Very well! Remove him... and the deposed Megatron to the lower chamber." 

Rattrap threw away the used disabler rod.

Back at the Axalon...

"Whaddaya mean 'go after Rattrap'? You mean to rescue 'im?" Cheetor asked confused.

"Why? Let him go." Rhinox said.

"He's too dangerous a weapon to fall into predacon hands!" Optimus answered.

"Agreed. He should be neutralized and returned here, to answer for his treachery. and... to be brought to justice." Dinobot suggested.

Back at the lower levels, where Rattrap and Megatron are taken as prisoners. For a supposed lieutenant of the Predacons, Rattrap has been treated as a liability than an asset.

"A Maximal traitor, and a deposed Megatron, yes... We are an unlikely pair I will consider your fate after my restoration" then turns to the computer. "Computer! Process voice recognition command."

[Megatron, confirmed.]

Knockout scoffs... "For a leader, that flying lizard sure didn't bother to reprogram the Darksyde's computers to his authority."

"What a fool." Megatron agrees.

"Open cell, summon platform." the cell opens, allowing Megatron to just walk out. "A wise tyrant always ensures his prisons are designed for his personal escape." and take to a platform to float away without freeing Rattrap.

"And a wise maximal traitor always makes sure he's got a little handy infiltration kit." Rattrap continued."Rattrap- Maximize" then transforms, switching his allegiance badge to Maximal, then uses one of his tools to get out of the cell. He picked the lock and opened the door, but no platform would wait for him. He looked down and saw a pool of lava, and then saw a locked vent.

Dispute amongst the Predacons was present but Terrorsaur managed to keep the order.

"You fools! With the maximal spy and Blackarachnia, we can destroy the Maximals once and for all!" Terrorsaur proposed.

Rattrap jumped into the vent. He barely made it, having been dangling in the bars of the vent. But he manages to climb and slip his way into the vent, weapon in hand. He continued sneaking inside until he heard...

"I will not follow you! Megatron is our true leader!"

"Enough! I am your new leader!"

It seems Terrorsaur is having trouble with his leadership than what was expected.

"Does he not know what it means to be a leader?" Optimus asked, unsuprised.

Rattrap continued infiltrating, ignoring the Predacon's disputes among each other. But Terrorsaur's foot was stepped, prompting Rattrap to back off. He heard something and prepared his weapon... only to find a rat just passing by. He shook his head and continued on, passing a finger to Terrorsaur.

On the outskirts of the Darksyde, the Maximals were debating.

"Well, what are we waiting for?" Cheetor asked.

"Yes, why do we not attack and draw out the traitor, Rattrap?" Dinobot asked.

"We attack on my command." Optimus replied.

Back at the Darksyde, Rattrap had infiltrated into the deeper section of the Darksyde and had saw Waspinator working on a computer.

[Scanning for maximal frequencies. Scanning frequencies] The computer continues...

[None detected.] Waspinator leaves. Rattrap finds something out of place upon opening the computer.

"A maximal chip!" Rattrap extracted the chip.

"So that's how they used the code breaker. They're using Maximal signatures." Ultra Magnus surmised.

"No wonder." and placed it to his kit.

He could not get back up to the vent so he proceeded to the door Waspinator last walked out. He proceeded. Unbeknownst that he was watched from the shadows, even inadvertently stepping through a laser tripwire that beeps at an unauthorized signature.

Soon Rattrap found himself trapped in a web.

[- Unauthorized access to restricted zone -] 

"What in the galaxy!?"

[Unauthorized access to restricted zone] repeatingly 'until' Tarantulas arrived, in full delight.

Tarantulas sneered, catching a rat he believed to be Rattrap in Beast Mode. He tried to shake the rat to transform... only to realize he had caught the wrong rat, then tossed it aside and went after Rattrap, who had caused the alert.

Rattrap was stuck. But not for long as he revealed a blade underneath his hand and he quickly sliced it free of the web and went back to the vent.

Tarantulas caught wind of Rattrap going back to his cell.

"So, the juicy rat has been running his maze. But not for long. Tarantul..."

He was cut off by Rattrap blasting him away with his gun. He blew the barrel and went back to the cage. Tarantulas wiggled and spasmed, and passed out.

The Autobots (except Prime) chuckled, the Predacons did not react and Megatron facepalmed.

"Time to join the party, Big A." Rattrap pressed a button, alerting Primal.

"Hey, what's that?" Cheetor asked.

"We attack now! Maximize!"

The Maximals began their assault, taking the Predacons by surprise.

"Maximal attack!" Waspinator notified.

"Why were we not warned by a codebreaker? Where is Tarantulas?" Terrorsaur demanded in panic.

"Maximal code breaking deactivated! Shields damaged!" Waspinator notified again, as the Darksyde was taking damage. Megatron arrived.

"Well, "leader"...how shall we respond?" he