Who Mourns for Waspinator?

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Who Mourns For Waspinator?, pt. 1
by Neale Davidson (neale@iquest.net)

FADE IN: MAXIMAL HEADQUARTERS. OPTIMUS PRIMAL and RHINOX, robot modes, are looking over a scanner. Every few seconds, something blips on it. CHEETOR, robot mode, comes walking in.

CHEETOR: Hey, big bot. What'cha got?

OPTIMUS PRIMAL: We might have found something in sector nine-six. We may need you to check it out.

RHINOX: Of course it may be nothing. Our scanners have been having trouble in that area. Energon interference is very strong out there.

CHEETOR: Well, what does it all look like?

OPTIMUS PRIMAL: It's too big to be a stasis pod. It might be another piece of our starship, though. Even if it's just a lost power cell it might be worth picking up.

RHINOX: And if it's something more substantial we want you to get it before the Predacons manage to find it. Think you're up to it?

CHEETOR (concerned): Sector nine-six? That's where Insecticon was last sighted.

OPTIMUS PRIMAL: I know that Insecticon did something terrible to you. If you're unwilling to go, we can send either Dinobot or Airazor to investigate instead. CHEETOR (looking downcast): No, I'll-- I'll go. No crazy Predacon bug is going to get the best of Cheetor. Beast mode!

CHEETOR TRANSFORMS to beast mode, then pads out to the hatch. As he leaves, RHINOX and OPTIMUS PRIMAL exchange worried looks.

OPTIMUS PRIMAL: Think he can handle it?

RHINOX: We'll have to see sometime. I have Dinobot standing ready nearby, just in case.

OPTIMUS PRIMAL (sighing): Cheetor's a good Maximal. He'll pull it through. Meanwhile, send out Rattrap to keep an eye on the neighbors. If we've discovered something out there, you can bet that the Predacons have as well.

CUT TO: TARANTULAS in his LAB. TARANTULAS, in robot mode, stands next to BLACKARACHNIA, robot mode, lying deactivated on a table. SCORPONOK and MEGATRON, both in robot mode, enter.

MEGATRON: Nothing yet, Tarantulas?

SCORPONOK: Yeah, how is she?

TARANTULAS: The damage her systems took was extensive. But I think she'll recover in time. Insecticon did a major number on her. Her genetic matrix has been tapped. Are you sure that you did not see what Insecticon was planning?

SCORPONOK (darkly): I accomplished my primary objective. I don't know what he had planned.

MEGATRON: Insecticon accomplished his objective as well, it seems, yes. A pity that we do not know what that objective is. Still, Tarantulas, keep Ms. Arachnia sedated until you are one-hundred percent certain of her status.

WASPINATOR (off camera): Megatron. Waspinator find something. Waspinator need Megatron in the command center. Waspinator need him now.

TARANTULAS (chuckling): Your fan club awaits, Megatron.

MEGATRON: Scorponok, provide any assistance that Tarantulas requires.

CUT TO: PREDACON HEADQUARTERS. MEGATRON, robot mode, enters as BUZZ SAW and WASPINATOR watch over scanners.

MEGATRON: Now, what was so important, Waspinator? Report.

WASPINATOR: Waspinator find energy signature. Predacon cannon found in sector nine-six. Energy signature is online. Waspinator find it fully functional.

MEGATRON: Strange. How could the cannon suddenly get back on-line? Unless...

BUZZ SAW: Insecticon traitor-bot have cannon. Insecticon traitor-bot suddenly dangerous again.

MEGATRON: Indeed. The cannon is too big for him to use on his own. Scorponok may not have been successful at his mission after all.

WASPINATOR: Even if cannon operational, traitor-bot needs time to install cannon. Cannot fire it without a computer system.

MEGATRON: True, but there is no telling what else that miserable wretch has salvaged. Waspinator, Buzz Saw, convert to beast mode and retrieve that cannon. With some good fortune, perhaps you could eliminate Insecticon once and for all.

BUZZ SAW: Buzz Saw not fail. Beast mode.

WASPINATOR: Beast mode.

BUZZ SAW and WASPINATOR both convert to their beast forms and fly out of the room. MEGATRON takes his seat at the command center and narrows his eyes.

MEGATRON (musing): A simple puzzle you leave for me, Insecticon. Oh I do so hope you're not as predictable as I think you are. I do so enjoy being challenged.

As we PAN around MEGATRON, TERRORSAUR, robot mode, steps in quietly. MEGATRON turns to acknowledge his entrance.

TERRORSAUR: You let those morons go after the cannon? They're likely to shoot themselves with it instead of getting it back here.

MEGATRON: I need the fliers out there, because they can act quickly. Besides, they're fully capable of playing 'fetch', yes.

TERRORSAUR: Inferno and I should go after it. He's strong enough to carry it himself, and I can tell him what buttons to avoid on it.

MEGATRON: Inferno has another priority currently. As for you, Terrorsaur, I need you to hold off any Maximal scouts curious about our lost equipment.

TERRORSAUR: Oh, you're letting me shoot Maximals. You're too kind.

MEGATRON (sighing): Just get out there and do you job, Terrorsaur. Two Maximals are already in the area.

CUT TO: DESERT PLAIN. CHEETOR, beast mode, is barreling along the plain. He's panting very hard and finally stops.

CHEETOR: Maximize.

CHEETOR TRANSFORMS to robot mode, and brushes off sand from his arm. Finally clean, he opens up the communications panel.

CHEETOR: Rhinox, jeez, how much more of this sand do I have to work through? I'm not built for this.

RHINOX (sighing): You're about half through, Cheetor. Another fifty kilometers in that direction and you reach the savanna.

CHEETOR (pouting): Fifty kilometers? I don't think I can last five in this heat. I've got sand filling parts I didn't know I had.

RHINOX: It's another hour, Cheetor. Besides-- wait a minute.. Cheetor, you've got three Predacons moving onto your position, closing fast.

CHEETOR: Great, all I need. How far away are they?

RHINOX: I can't get an exact fix. I'm sending Dinobot your way to help out.

Suddenly, CHEETOR is blasted hard from a bolt from above. We PAN UP to the SUN. Three black shadows form out of it. BUZZ SAW, WASPINATOR, and TERRORSAUR, robot mode, rush down. CHEETOR staggers and fires back. BUZZ SAW is nicked, but flies right past CHEETOR. WASPINATOR follows suit.

CHEETOR: Slag! They're ignoring me and heading for the scrap-pile.

TERRORSAUR (cackling): Wrong, kitty-kitty.

RHINOX (crying out): Cheetor!

CHEETOR gets blasted again and gets knocked down. TERRORSAUR lands next to him, pistol leveled. CHEETOR looks around to get his bearings and sees the other two fliers leaving him far behind. CHEETOR begins to move back, but it's clear the TERRORSAUR has the drop on him. TERRORSAUR fires again, but CHEETOR rolls aside and fires back. TERRORSAUR is hit square in the chest and is knocked back.

TERRORSAUR: Fast kitty, I'm impressed.

CHEETOR: You've seen nothing.

CHEETOR leaps forward, but TERRORSAUR is fast enough to spin CHEETOR over his shoulder. CHEETOR turns quickly as TERRORSAUR fires again. CHEETOR stammers back from another blast. Smoke starts pouring from his chest.

TERRORSAUR: I still haven't seen anything. Poor kitty not equipped for desert fighting?

CHEETOR (annoyed): Does your mouth have an off switch?

TERRORSAUR steps forward, gun leveled. This time, CHEETOR has nowhere left to run. TERRORSAUR laughs happily along with his apparent victory, and gets nailed by a blast from off screen. We PAN OVER and see DINOBOT, robot mode, blasting away with his optic lasers.

TERRORSAUR: Well, Dingle-bot's being the team player after all.

DINOBOT hisses and continues firing. TERRORSAUR gets nailed a few times, then CHEETOR joins in and the Predacon flier spins wildly then falls. He scrambles back as CHEETOR and DINOBOT both move up on him.

TERRORSAUR: Beast mode.

TERRORSAUR reverts to Pterodactyl mode and flies out at full speed. DINOBOT follows the Predacon's flight path with laser blasts, but TERRORSAUR outpaces him and gets away.

CHEETOR: You're late.

DINOBOT: I was waiting for a more... dramatic entrance.

CHEETOR: Oh thanks.

DINOBOT: Terrorsaur did his job, however. We will be unable to intercept Buzz Saw and Waspinator before they reach the debris.

CUT TO: BUZZ SAW and WASPINATOR, beast mode, rushing past the desert and over to the savanna. A metallic SPARKLE appears on the horizon. BUZZ SAW and WASPINATOR dive down to investigate it.

BUZZ SAW: Buzz Saw reach cannon first. Waspinator is too slow.

WASPINATOR: Waspinator fast. Buzz Saw slow in cerebral circuits.

BUZZ SAW (taunting): Buzz Saw smarter than Waspinator.

BUZZ SAW rushes down quickly, leaving WASPINATOR behind. WASPINATOR moves up, instead, and looks down at the site. WASPINATOR thinks things over for a moment as BUZZ SAW continues to rush to the ground.

COMPUTER: Warning, Predacon cannon has been armed.

WASPINATOR: Armed? How could traitor-bot arm the cannon... unless...

WASPINATOR's eyes glow brightly a moment as the realization dawns on him.

WASPINATOR (screaming): It's a trap! Buzz Saw, get out of there! Buzz Saw!

BUZZ SAW turns around suddenly, but a huge cannon blast rips into him. WASPINATOR flies near as the cannon blast fills the screen with brilliant light. When the blast finally dissipates, there is no trace of BUZZ SAW. He has been destroyed.

WASPINATOR (quietly): Buzz Saw? Friend-bot? No.

We slowly ZOOM OUT from WASPINATOR, leaving him alone.

WASPINATOR: No.

We FADE TO BLACK.

Who Mourns For Waspinator?, pt. 2
by Neale Davidson (neale@iquest.net)

ACT II

FADE IN: EXTERNAL SHOT: SAVANNA. We see DINOBOT and CHEETOR, beast mode, looking rather stunned. In the distance, we see the powerful ENERGY BLAST fade away.

CHEETOR (shocked): Man, what was that?

DINOBOT: Slag. Obviously, the Predacons have gotten hold of starship weaponry.

CHEETOR (nervous): No, not the Predacons. One Predacon. Insecticon. He must have fired on Waspinator and Buzz Saw.

DINOBOT: He must have already built a weapon turret of some sort. The savanna is a nice wide open field. He would be able to pick us off as soon as we got a glimpse of his new weapon system.

CHEETOR (looking to where the blast fired): Do you think that-

DINOBOT: Perhaps we should use this to our advantage. If the flyers can keep Insecticon busy, we may be able to get to him.

CHEETOR: If the blast didn't finish off the flyers already.

SUDDENLY, another blast erupts into the air. Smaller weapons fire can be seen being returned. The air starts to rock with the noise of combat.

DINOBOT: There's our answer. Let's move.

CUT TO: WASPINATOR, robot mode, moving wildly and quickly, dodging powerful ENERGY BLASTS appearing close to him. WASPINATOR's eyes literally trail energy from rage. WASPINATOR stops quickly and launches a torrent of blasts, then moves just as the cannon fires again.

PAN DOWN: We see a large WEAPONS TURRET, with two cannons straddling it. Inside the TURRET sits INSECTICON, robot mode.

INSECTICON: Waspinator-Waspinator, it is time to join your friend in death-death. Prepare to be one with the great void-void.

WASPINATOR (darkly): Waspinator kill Insecticon. Waspinator make Insecticon suffer. I will destroy you.

WASPINATOR dives at the turret, and starts firing with deadly precision. One CANNON ruptures under the blasts, exploding and spiraling off the TURRET housing. INSECTICON merely smiles, and activates another set of smaller GUNS behind him.

WASPINATOR gets raked by the guns and falls hard to the ground below.

INSECTICON: Do you not see the divine way, heretic? Do you not know the ways of chaos, the truth about our lives and history?

WASPINATOR: You so religious, you meet your maker.

WASPINATOR turns defiantly and levels his gun at the TURRET. INSECTICON smiles and maneuvers the TURRET even closer. As he prepares to fire, however, several ENERGY BLASTS come from off-screen. A few hit the TURRET, which spins quickly to face CHEETOR and DINOBOT, robot mode, coming in with guns blazing.

INSECTICON: No, I will not allow these heretics to persecute me.

CHEETOR: Oh slag, that bug's been busy.

DINOBOT: We can discuss how impressive his work is after we've destroyed it.

WASPINATOR staggers to a stand, smoking pouring from him. His eyes are very dim. As INSECTICON leaves him to deal with the new Maximals, he limps off. DISSOLVE and CUT TO:

DESERT shot. We see WASPINATOR, robot mode, starting to short out.

COMPUTER: Warning, energon build-up at dangerous levels. Stasis lock imminent.

WASPINATOR (quietly): Buzz Saw. Waspinator fail you.

COMPUTER: Shut down commencing.

We see WASPINATOR fall, electrical discharges covering his body. After a second, TERRORSAUR, beast mode, flies over. DISSOLVE and CUT TO: PREDACON HEADQUARTERS. TERRORSAUR flies outside, struggling to carrying the heavily damaged WASPINATOR back to base.

CUT TO: RECOVERY CHAMBER. TARANTULAS and SCORPONOK, robot mode, are just completing repairs on BLACKARACHNIA, beast mode. The doors open quickly and TERRORSAUR, beast mode, steps in, carrying WASPINATOR over his shoulder.

BLACKARACHNIA: Great Primus, what happened to him?

TARANTULAS (smirking): What did the idiot do to himself now?

TERRORSAUR betrays an angry look and levels his rifle right at TARANTULAS. SCORPONOK and BLACKARACHNIA look at each other in disbelief, but do nothing. TERRORSAUR gently places WASPINATOR onto a medical bed and steps back.

TERRORSAUR: I found him walking in the desert. His transforming ability is busted, I got here as fast as I could, but he's suffered a lot of damage. Insecticon did a number on him.

BLACKARACHNIA: Insecticon? You went after Insecticon? You should have waited for me. I have a score to settle with him.

SCORPONOK (impatient): Where's Buzz Saw?

TERRORSAUR (grimly): Dead.

CUT TO: MAXIMAL HEADQUARTERS. CHEETOR and DINOBOT, robot modes, are walking into the COMMAND CENTER. Smoke is still streaming from CHEETOR's hide. OPTIMUS PRIMAL and RHINOX, robot modes, stand waiting.

RHINOX: Looks like you saw some heavy action.

CHEETOR: Yeah. Insecticon already had his weapon systems online.

DINOBOT: He probably threw out that energy signal to attract our attention purposely. He laid out a trap for us.

CHEETOR: And we walked right into it. We barely managed to get out with our fur intact.

OPTIMUS PRIMAL: He must have been scavenging raw materials since your last encounter with him. There's no telling what he's got together now. CHEETOR: How are we going to beat him, big-bot?

DINOBOT: He is insane, Cheetor, that is all that makes him uniquely dangerous. He is neither terribly strong nor particularly intelligent. We must concentrate on depriving him of his weapons.

RHINOX: Not too easy to do, not until we know more about his capabilities.

OPTIMUS PRIMAL: Keep scanning for him, Rhinox. If I were to lay bets down, though, I think that Insecticon is going to have to worry about the Predacons as well. We'll see how they handle the situation first.

CUT TO: PREDACON HEADQUARTERS. MEGATRON is in robot mode, in his command chair, with SCORPONOK and INFERNO, robot mode, looking on. MEGATRON is carefully studying footage of WASPINATOR's solo battle against INSECTICON's TURRET.

MEGATRON: I have underestimated Waspinator's courage, yes.

INFERNO: Blind rage makes one powerful, my queen.

MEGATRON (sighing): Refer to me as 'leader', Inferno. Scorponok, what could you tell from the schematic readings?

SCORPONOK: Whatever that turret is attached to, it isn't quite finished yet. He's cannibalized equipment from both us and the Maximals. I also read some biological material around the base of the turret, but I can't separate those readings from the surroundings.

MEGATRON: It's obvious though that Insecticon is building some manner of super-weapon to use against us, yes. We will need to strike hard against him. As soon as repairs to Waspinator are completed, we strike.

INFERNO: Agreed, my-leader. Waspinator would welcome a chance for revenge.

MEGATRON (to console): Waspinator, report.

This is a long pause. We briefly CUT TO: RECOVERY CHAMBER. It is currently empty. MEGATRON's face in on a view-screen, calling for WASPINATOR, but the Predacon flier is obviously gone.

MEGATRON: Computer, where is Waspinator?

COMPUTER: Waspinator is no longer aboard ship.

SCORPONOK and INFERNO give each other a knowing look, but refrain from saying anything.

MEGATRON's eyes narrow.

MEGATRON: Blackarachnia, report.

SCORPONOK: She's not going to answer.

MEGATRON (irritated): Computer?

COMPUTER: Blackarachnia is no longer aboard ship.

MEGATRON: No, we cannot afford to sacrifice our troops in this manner. We've lost one Predacon to this traitor, and I do not intend to lose any more, no. Computer, launch scanning probe at Insecticon's last known coordinates.

SCORPONOK: Should we go after them?

MEGATRON: No. Inferno, your orders are to determine the full nature of the threat. Allow Blackarachnia and Waspinator to trip the springs, but pull them back before the trap shuts. Is that understood?

INFERNO: Perfectly.

CUT TO: SAVANNA TERRAIN. INSECTICON, beast mode, is working on a large SPIDER SKELETON, to which the TURRET, and other devices have been added. The TURRET has already been repaired, and rests above the rest of the structure.

INSECTICON: No time-no time. Predacons will return in force-in force. I should have finished Waspinator off-off, before he could report-report. Now I must rush my child-child. Your form should be blessed with more time-time. But I will not allow you to be sacrificed-sacrificed. You are my harbinger-harbinger. You will show them the righteous path to chaos-chaos.

INSECTICON transforms and continues working. We see the entire form move slightly as part of the skeleton begins to crawl. The turret moves and scans around on its own accord. INSECTICON quickly leaps into the TURRET and closes it on himself.

INSECTICON: So little time-time. We move out-out, find a new place to hide-hide. There we will finish our great task-task. There we will fulfil our lord's legacy-legacy. There we will work the will of the chaos-bringer, Unicron-Unicron!

PAN ABOVE: AIRAZOR, beast mode, is flying carefully well-above INSECTICON and his BATTLE-STATION CLONE. She dives slightly down, but the CLONE doesn't seem to pay much notice to her.

AIRAZOR (to com-link): Just checking in. Insecticon's new toy is getting closer to completion. No sign of any other Predacons yet, though you can bet they're on their way.

OPTIMUS PRIMAL (off screen): Rhinox just picked up one of them headed your way.
Keep an eye on what's happening, but get out of there when the shooting starts.
Any other news?

AIRAZOR: Yes, but it isn't good. Insecticon is a Unicron worshipper. He keeps going on about the glory of chaos and destruction. I think he wants to kill all of us.

CUT TO: MAXIMAL HEADQUARTERS. CHEETOR, RHINOX, and OPTIMUS PRIMAL, all in robot mode, stand listening with interest.

AIRAZOR (off screen): Guys, he's totally nuts, and he's got a walking weapons platform to back him up. If the Predacons can't deal with him...

OPTIMUS PRIMAL: I know, Airazor. But I'm betting that they can and will. Megatron's not going to take this lying down. Just keep us posted.

AIRAZOR: Will do.

Suddenly, the com-link fills with static discharge. AIRAZOR's voice breaks completely and we hear her scream just before the com-link shuts down completely.

OPTIMUS PRIMAL: Airazor! Come in.

RHINOX: It's no use, she's not transmitting.

OPTIMUS PRIMAL: That's it, I'm going. Cheetor, you and Dinobot meet me at those coordinates. Catch up as you can.

CHEETOR (nervous): Big-bot, what about the other Preds? You know they're on their way.

OPTIMUS PRIMAL: Airazor's been attacked. We have to get out there and help her.

RHINOX: No, we don't. If we head that way now we'll be attacking an enemy we know very little about. You saw what happened to Cheetor and Dinobot when they went up against that thing, there's no telling what improvements he's made.

OPTIMUS PRIMAL (sighing): So, we just sit back, wait, and hope for the best.

RHINOX: I'm afraid so.

CUT TO: SAVANNA. AIRAZOR, in robot mode, sits up, her wings a little damaged, but still overall in good shape. She stammers to a stand, and then sees BLACKARACHNIA, robot mode, with her GRAPPLING RIFLE leveled right at her.

AIRAZOR: Oh, this is just Prime.

We FADE TO BLACK.

Who Mourns For Waspinator?, pt. 3
by Neale Davidson (neale@iquest.net)

ACT III

FADE IN: Wee see BLACKARACHNIA, robot mode, in the SAVANNA. She has the drop on AIRAZOR. As AIRAZOR looks for any hope of escape, WASPINATOR, beast mode, rushes by. BLACKARACHNIA looks up in anger, but keeps her bead on AIRAZOR.

BLACKARACHNIA (to Waspinator): He's mine, bug.

WASPINATOR (darkly): Waspinator kill Insecticon. Waspinator hate traitor-bot. Spider not get him, I get him!

AIRAZOR: Why do you want him so badly?

WASPINATOR: Bird-bot stupid. Traitor-bot kill friend. Buzz Saw dead. Buzz Saw, destroyed by traitor-bot.

WASPINATOR falls limp to the ground, sobbing quietly. BLACKARACHNIA's eyes narrow as she regards him. AIRAZOR's eyes widen as she looks on the weeping Predacon.

BLACKARACHNIA: Set yourself, Wasp. You're being pathetic.

WASPINATOR: Waspinator not pathetic! Waspinator tired of spider! Waspinator tired of everything! Waspinator hate you all! Waspinator terrorize!

WASPINATOR, beyond reason, TRANSFORMS and fires into a very stunned BLACKARACHNIA. The female Predacon falls back from the attack and readies her weapon to fire back. WASPINATOR has taken his leave, however, and is already chasing after INSECTICON's BATTLE DRONE.

BLACKARACHNIA: I'll never catch up to him. Insecticon's mine.

As BLACKARACHNIA starts to run off, AIRAZOR reaches out and grabs her.

BLACKARACHNIA turns to fire, but hesitates.

AIRAZOR (quietly): Insecticon concerns all of us.

BLACKARACHNIA (darkly): He hasn't done anything to you. Waspinator and I are the only two he's hurt so far. Waspinator's too stupid to get the job done right.

AIRAZOR: Listen to me, though. We both want the same thing right now. You could use all the help you can get.

BLACKARACHNIA: I don't need anyone.

AIRAZOR: If you go alone up against that thing, you'll just get yourself killed. That toy he's been working on is a mobile battle station. It already nearly slagged two Maximals, and apparently killed one Predacon. Are you so eager to join him?

BLACKARACHNIA considers a long moment, then lowers her weapon. AIRAZOR takes a notable breath of relief as BLACKARACHNIA looks down the path where WASPINATOR rushed off.

BLACKARACHNIA: What do you have in mind?

CUT TO: WASPINATOR, beast mode, closing in on BATTLE DRONE, tank mode. As WASPINATOR gets near, he TRANSFORMS and starts firing. INSECTICON looks back in disbelief and lifts and turns the TURRET to face him. WASPINATOR dodges easily as massive blasts start to pour around him.

WASPINATOR: Waspinator terminate traitor! Make him suffer for killing friend!

INSECTICON: If you miss him so much-much, you can join him-him.

INSECTICON activates a sequence of commands, which swivels around a series of appendages from the base of the DRONE. The appendages start to fire wildly around, trying and failing to hit WASPINATOR in his mad rage.

WASPINATOR: Waspinator plan to die, but not alone. Waspinator, fusion core access, code one.

COMPUTER: Warning, fusion core command overrides accessed.

WASPINATOR: Waspinator terminate Insecticon and his toy.

INSECTICON: You'll only die trying-trying. We are divinely guided-guided. Unicron is with us-with us. You will not win-win.

As INSECTICON moves forward with his attacks, another series of missile blasts rocks the backside of the TURRET. Without commanding the DRONE, it turns to counter-attack. AIRAZOR, robot mode, strafes it from above. Just as INSECTICON gets a lock on AIRAZOR, BLACKARACHNIA appears and casts her GRAPPLING LINE to the rear of the DRONE. INSECTICON turns to fire on her, but WASPINATOR's mad attacks increase, and INSECTICON becomes hard pressed to keep up.

INSECTICON: Great one-one, which is the greater threat-threat? Whom should I destroy first-first?

As INSECTICON struggles to cope, BLACKARACHNIA has succeeded on climbing onto the DRONE's back. She fires off her LEG-LASERS into the TURRET's neck, tearing holes into it. As the TURRET starts to turn to face her, the LEG APPENDAGES reach up and grab her.

ARACHNID: You will not harm me, mother.

BLACKARACNIA (stunned): What? You are-

Before she can gather her thoughts, BLACKARACHNIA is thrown off to the side. AIRAZOR, for her part, gets nailed hard with a blast from a side gun. INSECTICON's TURRET GUNS, however are too big and too slow to be of much use.

BLACKARACHNIA: Maximal, are you functional?

AIRAZOR: Weapons systems are damaged. I can't fight any more. We need to pull back, it's too strong for us.

WASPINATOR: No, not retreat. Waspinator destroy Insecticon. Waspinator, activate fusion core overload.

WASPINATOR rushes down towards the maelstrom of firepower that ARACHNID is sending up his way. WASPINATOR takes a number of powerful hits, but continues his spiraling charge to the battle station.

AIRAZOR (stunned): The brave- Blackarachnia, clear out of here. Waspinator's going critical.

BLACKARACHNIA: Waspinator, no, we'll find another way.

COMPUTER (from Waspinator): Destruction sequence engaged, thirty seconds to detonation.

BLACKARACHNIA: You stupid bug, get out of there.

WASPINATOR: Waspinator will win! Waspinator-

WASPINATOR's voice trails off as energon disruption overrides him. ARACHNID fires wildly as INSECTICON struggles to get a bead on the incoming Predacon. Just as WASPINATOR is about to impact, however, INFERNO, robot mode, flies into the fray and grabs him.

INFERNO: Predacon command override, terminate destruction sequence and reset.

COMPUTER (from Waspinator): Acknowledged.

INSECTICON: I will destroy you, heathens-heathens!

INFERNO: Burn, traitor!

INFERNO turns quickly and launches a barrage of NAPALM MISSILES all over ARACHNID's hide. ARACHNID visibly shakes under the onslaught, and begins to pull back. WASPINATOR stirs slightly as INFERNO lands next to BLACKARACHNIA.

AIRAZOR: I think that's my cue to leave as well. It's been real fun.

AIRAZOR wisely retreats as the two remaining Predacons look over the extremely damaged WASPINATOR in INFERNO's arms.

CUT TO: PREDACON HEADQUARTERS. WASPINATOR, INFERNO, BLACKARACHNIA, all in robot mode, are all assembled in front of MEGATRON, also in robot mode, and not looking happy in his command chair.

WASPINATOR (angry): Why didn't you let me finish him? Waspinator could have won the battle. Could have gotten revenge on Insecticon for Buzz Saw.

MEGATRON: While I understand your feelings, Waspinator, did it not occur to you that you would be missed? You are a Predacon, one of us. Even if we do not always get along, you belong with us. As do you, Blackarachnia.

WASPINATOR (downcast): Insecticon got away.

MEGATRON: Only for the moment. By his actions against the Predacons he has made an enemy of us all. Unlike you, Waspinator, he has nowhere to turn for aid and support. I merely suggest that the next time you seek revenge, you'll trust me to help you carry it out, yes.

WASPINATOR: You would have?

MEGATRON: You are a brother in arms, Waspinator. You are a loyal Predacon, as was Buzz Saw. I did not wish to see you join him. You may have the next few days off-duty while you recuperate. After that, I am officially assigning you as a partner to Terrorsaur.

WASPINATOR (quietly): Thank you, Megatron.

CUT TO: MAXIMAL HEADQUARTERS. OPTIMUS PRIMAL, beast mode, RHINOX, and AIRAZOR, in robot modes, are talking in the MEDICAL CENTER. RHINOX is attending to repairs on AIRAZOR.

RHINOX: An interesting, and frightening story.

AIRAZOR: I got all the data that I could. Whatever that thing is, it's alive and nearly fully functional. When and if Insecticon strikes at us, he's going to be tough to beat.

OPTIMUS PRIMAL: We'll find a way, Airazor. Good work.

AIRAZOR (sadly): Optimus.

OPTIMUS PRIMAL: Something else?

AIRAZOR (whispering): Yeah, the Predacons lost one of their own today, Buzz Saw. Insecticon killed him on the first encounter. I suppose that's good news for us.

OPTIMUS PRIMAL (quietly): Tactically, maybe. I don't feel like celebrating it, do you?

AIRAZOR: No, sir.

CUT TO: DARK CAVE, interior shot. The BATTLE STATION, now fully developed as ARACHNID, stands in beast mode, dwarfing INSECTICON, robot mode. INSECTICON is gleefully checking over the damage on ARACHNID.

INSECTICON: My child, we have shown them the futility of their attack-attack. They cannot triumph against us-us. The day of chaos will come to them-them. We shall triumph-triumph.

ARACHNID: You are wrong, father.

INSECTICON: You've spoken-spoken! What have I missed-missed? What have I not foreseen-foreseen?

ARACHNID: I have watched you. I have learned from you.

INSECTICON: As you should-should. Have I not taught you the ways of chaos-chaos? The ways of Unicron-Unicron?

ARACHNID: But Unicron died.

INSECTICON: Blasphemy-Blasphemy. Unicron's teachings are etched into me, as they are you-you.

ARACHNID: Unicron was not present at your creation. You seek merely to follow him. Your vision is limited. Your madness is blinding you. You are a failure.

INSECTICON: I have slain one who betrays our cause-cause. I have created you-you. Have can you accuse me of failure-failure?

ARACHNID: Each victory that you claim to have accomplished is, in truth, a setback. You strive merely to follow Unicron, and yet you stumble and fall like a child. Following him is not enough.

INSECTICON: What are you saying-saying?

ARACHNID's eight eyes flare brilliantly, and then shoot out a powerful ENERGY BLAST that engulfs INSECTICON. As the Predacon traitor screams in abject terror, the giant SPIDER opens its maul and engulfs him. INSECTICON screams are cut terribly short as his life is taken from him.

ARACHNID: That which does not join me will be consumed by the great void. I do not follow, father. I intend to replace.

We watch as ARACHNID steps out of the cave, into the sunlight, but we FADE TO BLACK.

The End