The red light of the star peeked over a distant mountain top. The light of the strange dawn flung out and reflected off of a large group of buildings in a clearing in the giant rainforest. In the wind there arose a number of animal sounds, tree leaves rustling, and a noise that seemed altogether misplaced for the setting: an engine of a semi-truck. The light suddenly struck a red symbol painted on one of the buildings that looked like the face of a robot. Beneath it, in large lettering, were painted the words: Cybertronian Autobase 112-3489.

"How are our projects progressing Perceptor?"

"As well as can be expected Optimus Prime. The Go-Bots are the fastest ground vehicles anyone could make without liquid- or solid-fuel rockets which can explode unexpectedly and the plan to incorporate pre-existing minds into Go-Bots is coming along fine, although a few complain about the reduced size and fire power. Ironhide thinks that he cannot cause as much destruction as he could by plowing through enemies, and Bumblebee's function of espionage is hindered by his larger size. Soundwave and Frenzy prefer their old forms, but Frenzy's original form was destroyed by a battle with the swarm. I believe that they will make do, after all. We cannot exploit this planet's resources so our power is limited to solar, wind, fusion, and those sources obtained from asteroid mining. Also, the representatives of endangered species we transplanted from earth are thriving in their new eco-systems. This planet provides excellent habitats for earth creatures."

It was one and a half earth years after the last battle fought on earth ended. The combined forces of the transformer army proved victorious against two overwhelming enemies that, alone, would have destroyed them but instead were both triumphed over because one decimated the other and the one that remained was suddenly changed drastically from a force of death to a force of life due to the power contained inside the matrix. Optimus Prime and Megatron, the dual leaders of the Autobot-Decpticon alliance, then left earth to find a planet that would allow the privacy to conduct projects in the advancement of transformer technology. Although the war seemed to be over (unknown to them, the Cybertronian army still existed at 100 times the force of those destroyed in the last battle and still led by the Liege Maximo), the Alliance was potentially unstable and the primary mission Primus, the creator, gave them so many eons ago remained--to be a powerful peacekeeping force throughout the galaxy. To make up for the destruction caused to San Fransisco by the flagship of the Cybertronian army, the Twilight, Optimus was asked to take representatives of earth's endangered species and place them in environments similar to their natural habitats on a separate planet to allow them to survive to possibly replenish the earth someday.

An M-class jungle planet populated only by earth-like plants 16 light years away from earth provided for that purpose and became the new Autobase, not to be exploited for resources like Megatron once tried to do to earth. Very soon, the work of monitoring the gene pools of the animals, advancing technology, and providing energy would blend together in the next stage of a form of evolution into truly biomechanic beings.

In another building on the other side of the compound, the discussion going on was less than innocent.

"I tire of the forced peace this alliance created, Starscream. I continually feel the need to fight. I told Optimus Prime that this was temporary when I agreed to this, I followed along until Jhiaxus was defeated and then he gave a speech about how we should be united and, not wanting to be impolite (although I have never been polite before), I followed him to yet another rock in another part of the galaxy with a group of worthless animals."

"Maybe fighting is not the answer," said Starscream. "It doesn't seem to make sense. Fighting would not make a difference on this planet. What would we acheive anyway? Dominion of this rock in the middle of nowhere? We no longer have a reason to fight, not to mention the fact that we were created to make peace."

"What is your problem Starscream?" Megatron shot back. "You can't tell me that your short connection with the matrix changed you that much.I don't care about peace and I don't believe that I was created to preserve it. Even though a few of the rotor force and laser rods have formally stated that they would remain on the Autobot side if the alliance were to be broken due to Optimus Prime's so-called superior leadership, I wouldn't have thought that you of all Decepticons would ever be able to change this much."

"Apparently I have."

"Well, I still don't understand the animals. I should not have to concern myself with them."

"May I make a suggestion why, Lord Megatron," came a voice from the doorway.

"Yes, speak Soundwave. Give me your report."

"I have retreived information on the subject. They may not be as worthless as you think. A secret project is being conducted in the Autobot building close to the northern border of the compound. This is what I saw."

He slipped a tape (Buzzsaw) into the computer. The picture on the screen revealed a room filled with computers, equipment, and four half-built animal-like robots.

"Interesting, but why would this be secret?" asked Megatron.

"Watch and listen."

The picture panned to a computer with the picture of the familiar DNA double-helix on it. A fifth winged robot came into veiw and Perceptor's image appeared. "Begin coating process." The robot was lifted up into a large glass tube filled with a goopy brown liquid. It was lowered and the liquid immediately moved around it, coating the robot frame, changing form and composition. When it was lifted out, the coating resembled a pale, white skin. Small tunnels inside filled with a red substance but were hidden suddenly covered with a thick, grey-blue hair. It was moved to a table where Perceptor examined it and said, "Coating process complete. Begin transferrence."

Two electrodes were lowered into the newly formed ears of the creature-robot. Light flashed as it started twitching on the table. It screeched and Megatron realized it as resembling one of the species of bat that was transported from earth, although many times larger. It then began moving strangely for a bat, and, accompanied by the familiar noise of transformation and a wet sound not unlike meat being drug across a floor, it became a robot amazingly quickly. It had a familiar face, although slightly different than the form of the first owner. It only took a few words for Megatron to recognize who was transferred into the body.

"How well did it work?"

"That's Optimus Prime!" said Megatron. He stared transfixed and said nothing else until the recording was finished.

"Perfectly. I believe our plan to use energy contained in plant material as energy by using the methods that earth animals utilize will work. This form, codenamed Optimus Primal 1 is testing quite well. Unfortunately, the new name is all too true. The animal brain and nerve tissue will make you more vicious in battle. In that state of mind, you may not be able to control yourself."

"I only hope I will never have to fight the Decpticons again," said Optimus Primal.

The recording ended and Megatron whispered "But you will, old friend, you will." He stood up quickly and said, "Soundwave, assemble a strikeforce; Starscream, get my gun. Tell the constructicons and the auto-rollers to begin building the base at the preplanned site At last, my chance to get out of this alliance with an advantage. Soon, everything will return to normal."

"Yes, Lord Megatron," said Soundwave.

"Oh, no. Not again," Starscream groaned.

"Geez, they were well prepared. Contact the Dinobots, Road Rocket, and the Arialbots. We're going to need all the help we can get."

Meanwhile, the Decepticons were winning (with Perceptor damaged, Optimus Primal was left to defend himself against Megatron and the other Decepticons until help arrived). The mission was forced retrieval and destruction. They did everything possible to wipe out the technology. The four inactive prototypes were smashed, samples of the cloned genetic material were stolen and the glass tubes blown up. Soundwave snuck in behind them and accessed the computer. Optimus Primal found himself outmatched and sent out a radio signal and was answered by a large petroleum truck. The trailer became an arsenal and the truck became Optimus Prime. "At least I took the precautions of only loading a copy of myself into this form," said Optimus Primal. Outside a fight was raging between several groups. Hot Rod, the Go-Bots, and the Dinobots were having a firefight with the pretenders and the laser rods. The two laser cycles were locked in hand-to-hand combat. The Arialbots took on the combined forces of Dreadwing and the cyber jets. Reinforcements for both sides were coming. Laser Optimus Prime was able to match Megatron, fighting sword and gun. All Autobots were distracted as Soundwave broke through password after password, and removed every file of genetic research and every blueprint. Pictures flashed one after one--Autobots/Maximals: Cheetor, Rattrap, Dinobot, Razorbeast; second wave: Armordillo, Wolfang, Rhinox, Tigertron. He came upon a new file-- Decepticons/Predacons: Iguanus, Terrorsoar, Waspinator, Tarantulus; second wave: Snapper, Insecticon, Buzzsaw, Blackarachnia. Then he was shocked at what he saw next--Leaders: Optimus Primal1 and 2, Megatron1 and 2! They weren't going to hide it forever, but were planning to share it when they had perfected it! Unfortunately, it was too late to stop the attack and Megatron didn't care in any case. He certainly wanted war at any cost. He drained the computer into his 8,000 gigabyte storage capacity and promptly destroyed the computer. The final touch was reached when Megatron loaded a canister with a biohazard symbol painted on it and fired it into the room. Inside, it contained a reverse enzyme that instantly broke down amino acids. All traces of the coating substance left in the room instantly disentegrated. The next scene horrified the Autobots that entered after the Decepticons fled--Optimus Primal stood in the room, his outer coating simply melting away from his robot frame. Laser Optimus Prime stepped forward and deactivated his newest form. "Don't worry, I'm okay. I wish I could say the same about Perceptor. Can you repair him?" he asked Ratchet.

"I think so, but it will take a while. The project will have to be put on hold."

"What exactly was the project, Optimus?" asked Hot Rod.

"It was an attempt to combine the genetic structure of earth animals with that of the Transformers'. I thought that it would be risky to reveal it immediately, but it would provide energy from all previous sources and more efficiently from respiration. It would suit us well on this planet and would aid our fight against evil. We would also learn about carbon-based life-forms to better defend them."

"It looks like the Decepticons didn't share your view," said Hot Rod.

At the main building, every computer was searched for viruses. None were found. "It appears that this was a sudden attack, for one purpose--to steal the technology that took months to research and fabricate and keep us from being able to fight them on their terms," said Optimus Prime.

"Search of the compound revealed only one Decepticon--Starscream," said Hot Rod.

He stepped in surrounded by two Dinobots and bound by glowing chains. Optimus Prime looked slightly stunned for a minute and then remembered the matrix. "I guess I've changed more than I first thought," said Starscream. "I decided to stick around and see what I could do. Soundwave spied on your building only minutes before the attack. Megatron thought that this was a good opportunity to attack and break the Alliance--it was only a temporary truse. He didn't give me any information about his plans. Even with the changes, he still doesn't trust me."

"Why did he want to break the Alliance?" asked Optimus Prime.

"He hasn't changed a bit. He only wanted war. It's the only reason he still exists."

"I thought as much," he said. He understood Megatron better than he understood himself. "Well, he will be up to his old tricks. He is running to a preselected area for a new base of operations, where he will build a new army of biomechanic transformers. Transport Starscream to the brig. Something else--the new designs make these new transformers able to go on line without the matrix. This will be rough."

Megatron and his army were fleeing as quickly as they could go. "I haven't fought like that for years, and what a fight. A small, outmatched enemy, a quick strike, and moving off to a camoflaged stronghold with technology they will have a hard time redeveloping. It was amazing. And there is more fighting to come, for the beam that I hit the scientist with contained a virus that sabotaged the remaining memory of the formula that would cause the amino acids to split apart slowly with the same result as the reverse enzyme. They will come for it and then I can crush their hopes by destroying the expendable dummy building. This will be perfect!"

"Lord Megatron! I must speak to you!"

"Yes, Soundwave. I know that they would share it eventually, I know they had plans for Decepticon designs in the computer. This is not news, but they would not allow us to have the power I need because of the lack of trust created from years of war. They are such sentimental fools. It is a brilliant plan, however; they will be able to camoflage themselves among the transported animals and we dare not kill the real animals for they are our gene pool for new robots. At least they will redevelop what they lost within a short amount of time and will be a worthy opponent. In fact, I can't wait for the next battle. Now, contact the constructicons and the auto-rollers. I want that building finished when we get there. They will have to build a dummy building in the other selected area before they can send reconnisance missions for the area." His plan was ingenious. He had every aspect covered. His Alliance disscussions allowed him to think systematically like Optimus Prime, to search every possiblity and, for him, the battle became predictable, almost pre-planned. He now saw fighting as a game, something he would always survive, unless the enemy was new, like the second generation Cybertronian empire, and then it became serious. He would not make the same mistake twice. If the scenario arose again, he would simply ally himself with the Autobots or their future form--the Maximals. At least the threat of an unwinnable war seemed non-existant (or did it)?

They arrived just as the finishing touches were being put on the structure. They set up an advanced dampening field that would be hard to break and impossible to crack on a passive reconnisance mission. Everything was temporary, it had to be, because no security was completely impenetrable, a fact that was realized long ago. Anyway, this war could not proceed unless the enemy could win some of the time (when he planned it). At a certain point in time, he would renew his quest for domination of the galaxy, (possibly assuming control of the Cybertronian army if there was one left) but he realized that being mechanical, he could never truly die.

After the dummy building was finished, construction began on the new army. The blueprints stolen from the Autobots proved adequate for the task ahead, with a few modifications. After obtaining reptilian and arthropiod DNA from tissue samples taken out of the creatures that roamed freely on the planet, and mixing it into giant vats of the base chemicals, the well-built frames were coated with them and formed into frightening beasts that became known as the Predacons.

The recovery of Perceptor came lightning quick as several medics worked around the clock to restore him to his previous condition. Seeing as he was the only real casualty in the fight and their survival rested fully on his shoulders aided his rebuilding. The Decepticons' fight had destoyed every bit of information stored in the building. A second team salvaged the wreckage of the inactive prototypes and rebuilt them. They had the basic design similarities of every transformer with a few modifications. Within days both Perceptor and the prototypes were restored and the prototypes were ready for genetic coating. However, Perceptor realized a problem fromthe beginning; an enzyme was reversed and was working against the amino acid bonds. He knew that it was the one thing that would force the next battle: they had the information, and it would take days to rebuild the faulty enzyme. Due to the formula, it had to be a predesigned artificial enzyme, so it could not be obtained from natural sources. The only quick solution was to find their base and retrieve it from there.

The Arialbots searched the countryside until they discovered a large building in a clearing with dampening field that was as strong as anything the Autobots had. The images retrieved showed an insect-like face painted on the side.

"That's it, let's head back," Silverbolt transmitted.

The formula showed only slow degeneration. Optimus knew that Megatron had planned it that way. He did not know what he had planned, maybe a trap or something else. The coating would degrade every week or so, so it would work until the enzyme was rebuilt, but if another attack was made on the Autobase, one hit from a weapon would speed degeneration and this cycle would be repeated. Maybe all information would be lost if Perceptor was damaged beyond repair and the computers were destroyed. It proved neccessary to fight for it.

The Maximals were prepared and a strike force was assembled. Grimlock examined the new dinosaur--Dinobot--and said unenthusiatically "He not look so tough," until he saw the test run. Everything showed a more vicious attack compared to the original Autobots. It was time to go.

A giant bat came out of the sky and flapped toward the building. A cheetah, a wild boar, a giant rat, and a velosiraptor ran through the jungle toward preset coordinates. "The Arialbots were right about it; this is it. Optical sensors detect thermal emissions and fusion activity. Attack!"

As they converged on the target Optimus Primal detected movement. "There is something patrolling the perimeter. It appears to be a harmless earth creature, but it resembles Megatron's new form. Watch out for an ambush!" The alligator creature whipped its tail out at the bat, knocking it out of the air. The bat hit the water and watched Megatron become a robot.

"Correct, Optimus. You may have located our genetics lab, but you will never get the enzyme. After you are finished off, we will destroy the Autobase and you will never match our technology," he said. "Predacons, attack!" A lizard, a pteradactyl, a giant wasp and a giant spider jumped from the bushes and attacked the four Maximals as robots.

"Give up, Optimus, you will never win. My predacons are created from some of the most vicious earth creatures, thanks to your plans."

The battle continued for a half an hour. The Maximals fought and did not weaken because of the importance of the cause. A feature built into the four largest robots was the ability to mutate into a more vicious form, which they used intermittantly though the fight. Eventually, the Predacons showed signs of fatigue.

"Your Predacons are weakening, Megatron."

"Perhaps, but you will never obtain the enzyme from the lab--behold!"

He pressed a button on his wrist and the lab exploded.

"You may have won this battle, but the Beast Wars have just begun. We'll be back in any form, so when you least expect it, expect the Predacons!

They fled in the direction of the real lab, the one still undetected by the Maximal scanners. It didn't matter; the Maximals believed that was the only one. Optimus looked down and saw a green scale on the ground. It had fallen off of Megatron during the battle and contained traces of the enzyme. He picked it up and returned to base.

Perceptor examined it and quickly isolated the enzyme which he incorporated into the genetic coating substance and then used to recoat the Maximals. The tissue was now permanent and could regenerate.

"Well, you have won," said Perceptor.

"I only wish I knew that for sure. It's almost like Megatron is toying with us. It seemed too easy. Why would he just destroy the lab?" the realism suddenly dawned on him. "Of course! If I know Megatron, he would have set up a dummy lab to be destroyed. The real lab is somewhere else. We'll find it next time, I assure you," said Optimus, "and there will be a next time."

Megatron returned to his new home and allowed the warriors to recharge. He was somewhat dissappointed with the performance but realized that their energy systems were inadequately equipped and they really weren't fed well before the fight. A disscussion with Soundwave ensued.

"How well has my hyper-velocity rail gun been incorporated into my new hidden tail weapon?"

"Perfectly. May I say that the robot you designed yourself is brilliant. In the next battle, your megabeast will outmatch any opponent the Maximals have."

"Good. Next time, they will meet my creation--Scorponk!"