This is my first Beast Wars fic. I only recently rediscovered this ol' childhood favorite of mine and on a whim decided to flesh out this crazy plot idea that happened to pop into my head a few days ago. Enjoy.

Warning: Will be eventual Dinotrap, with Shakespearean quotes sprinkled liberally throughout.

Disclaimer: Beast Wars and all associated characters are not mine, nor are they being used for profit in the telling of this story.

Chapter One: Out of the Wreckage

The first thing to register in Rattrap's processor as he came back online was that this definitely wasn't turning out to be a good day. He should have known something bad was going to happen when Primal decided to pilot a referbished stasis pod to the alien moon in attempt to destroy it. He also knew he should have recognized that sinking feeling of doom in his coolant tank when Megatron hacked into said stasis pod and disabled the hatch locks so Optimus couldn't escape. And he definitely should have known the slag was going to hit the proverbial fan when aforementioned alien moon exploded and sent a massive wave to quantum energy speeding towards the planet's surface.

Speaking of which…

With a rumbled groan, Rattrap forced himself to his hands and knees. A large, twisted strut - the remains of one of the Axalon's main bridge supports - became dislodged and tumbled down the small mountain of debris that had fallen on the Maximal spy. Straightening, Rattrap shakily waded out of the wreckage - a slightly difficult task considering his smaller-than-average size and still dazed processing unit. Standing in the middle of what once was the Axalon's bridge, he surveyed the damage.

From what he could see in the flickering glow of the ship's emergency lights, the Axalon was completely trashed. Girders, light fixtures, metal struts and half-melted sections of mesh decking lay everywhere. Two of the bridge's three main computer consoles were completely shattered. Loose wires hung from the ceiling in tangled bundles, like some kind of weird parody of cyber-organic spider webs. Electricity crackled at their ends and sent plumes of brilliant white sparks falling to the floor. The bridge's massive hologram table had been ripped clean off the floor and sent flying into the far wall.

As Rattrap took in the disastrous scene, he caught the sound of shifting debris as his fellow Maximals began to emerge as well. Airazor and Tigatron were the first to free themselves from the wreckage.

"Ya guys okay?" Rattrap called. Half the bridge's lights had been knocked out, but through the murky gloom that remained Rattrap thought the two looked just as trashed as he felt.

"I've been better," Airazor's groaned.

"Seconded," Tigatron agreed. A large gash crossed the cyber-cat's upper bicep. A steady trickle of silvery blue mech-fluid seeped from it.

The crash of more movement sounded from the other side of the bridge. Rhinox shoved aside a piece of wreckage that would have squashed any other Maximal flat as a rewrite-disk from overtop him and pushed himself to his feet.

"Ya okay, Big Guy?" Rattrap called.

"I'd rather not comment," the engineer darkly murmured.

"Ugh, did anyone get the number of that wrecking ball?" Cheetor's voice whined from beneath a section of paneling near Rhinox. With a grumbled sigh, Rhinox bent down and heaved the pile off his buried comrade.

"Thanks, Rhinox, " Cheetor said as he pulled his overlong legs underneath him and stood.

"Don't mention it-" The gentle giant abruptly fell silent as he got a good look of the younger Maximal. His optics noticeably widened and his jaw plate dropped in an almost comical look of shock.

Rattrap strained his optics in the weak lighting to make out what had caught his friend's attention, and nearly choked on his own glossa when he did.

"What?" Cheetor demanded, shifting uneasily under Rhinox's gaze. He looked around the bridge at the others. "What is it? What's wrong?"

"Your body," Rhinox murmured, openly staring. "It's… transformed."

"Cheese an' crackers, kid, wha' da heck did ya do ta yerself?" Rattrap exclaimed.

Cheetor quickly looked down to examine himself and only then seemed to notice the shiny new metallic plating covering his reformatted body. "What the-?"

Behind Rattrap Airazor gave a startled gasp. "Primus, Rattrap, you too!"

The Maximal spy didn't even notice all the others' optic units swivel around to stare at him, for he was too busy staring down at himself. Just like Cheetor, his body had been completely transformed. Into what, he still wasn't quite sure. Raising both hands in front of him and turning them over and back in shell-shocked fascination, Rattrap stared at his new transmetal superstructure. His now reinforced armguards gleamed an alien metallic sheen in the dim emergency lights.

"By the Matrix," Tigatron whispered as he came up beside Rattrap and stared. "What happened to you two?" Airazor followed close behind and soon all five Maximals were gathered in a loose circle, staring at their transformed comrades.

"I don' know but ya gotta admit it's a cool new look," Rattrap said, unable to keep a note of self-satisfied awe out of his voice.

Rhinox leaned closer, and with one large finger gently tapped Rattrap's new superstructure. "Must have been because of that quantum surge," he said, openly intrigued. "You and Cheetor must have been caught in the surge's main wash, which mutated your superstructures into this. Very interesting."

"Awesome, I'd say," Cheetor purred as he admired his new body in the reflection of a nearby coolant tank. He angled and posed himself several different ways before excitedly turning back towards the others. "Do you think anyone else was transformed by the surge? I mean like Megatron and the other Preds? Or-" He abruptly trailed off, as if suddenly realizing something. "Hey…" He looked around the demolished bridge. "Where's Dinobot?"

An unexplainable chill shot through Rattrap's circuits, as if all his cooling fluid had just crystallized to ice.

An alarmed murmur rippled through the ragtag group of Maximals. Simultaneous they all swung away from each other and scattered in different directions to search for their missing crewmate. Rattrap threw himself at the nearest pile of debris and began to dig. He was only partially aware of the others shifting through their own piles of wreckage behind him. No longer did anything else that had happened in the last few deca-cycles - Megatron's latest attempt to kill them, the quantum surge, his and Cheetor's new bodies - register anywhere in the spy's central processor. All that occupied his frantic, scattered thoughts was the need to find their missing comrade.

Slaggin' saurian, Rattrap cursed as he pulled aside the remains of a shattered lighting unit. I swear ta Primus if ya've gone an' gotten yourself vaped by something as stupid as a measly quantum surge I'm gonna find a way ta drag yer sorry, stinkin' aft all the way back from the Pit just so I can turn around an' send ya right back dere myself!

Despite the threats, Rattrap dug faster. It was no secret that he and Dinobot had never been the closest teammates. When the ex-Predacon had first joined their ranks, Rattrap and he had spent the majority of their time together being nano-kliks from tearing each others throats out. It had only been recently, within the last few months, as Optimus paired them together more and more frequently for scouting or recon missions that Rattrap had begun to develop a sort of… understanding with the warrior.

No longer were their verbal sparring matches meant to harm or offend the other. If anything, they had begun to take on a more friendly, bantering feel. The day just didn't feel complete unless Dinobot made some snide comment about his size or smell and Rattrap shot back with some commentary of his own - usually something about the larger mech's old associates or unsettling attraction for sharp metal objects.

As much as Rattrap didn't want to admit it, he'd come to see Dinobot as an ally and, yes, maybe even as a friend if one was being very liberal with the word. Not that he'd ever admit that to any 'bot living or dead, mind you. If anyone ever outright asked him about it, he'd blast the poor son-of-a-Decepticon into the next lunar-cycle.

Frag it all if dat no good blender fer a mouth got scrapped, Rattrap fumed as he dug. I wanted ta show off ma new body. Wouldn' that of just steamed ol' Scalebelly's circuits?

For several deca-kliks of unbearable silence, they continued to shift through wreckage with no sign of their missing friend. Although no one said a word, Rattrap could feel the tension rising with each passing moment. Finally, just when he was about to let his more pessimistic thoughts take hold, Rattrap heard a triumphant shout from the other side of the bridge.

"I found him!" Cheetor cried as he tipped a large cross-beam away from a section of debris. Rhinox and Tigatron were quickly by his side and together all three started digging. Rattrap hurried over to help and caught a glimpse of scuffed bronze and blue plating between the other three mechs' bodies. Why wasn't Dinobot getting up yet? Usually the warrior was one of the first ones to pull himself together and emerge after an attack. Was he injured? Had he been knocked offline? Had the quantum surge transmutated him like it'd done Rattrap and Cheetor, or had it done something worst?

Just as Rattrap reached the group and was about to throw himself into the fray to help, Dinobot gave a muffled hiss of pain and began to slowly push himself off the ground. Rattrap chose to ignore the surge of relief as the saurian stood, online and very much alive. The warrior looked like he'd just survived several rounds with a trash compactor and lost. Dinobot staggered slightly as he stood, causing Rattrap's spark-box to twinge with a surge of concern. Rattrap forced himself to shake the feeling away. He didn't want to dwell on what such feelings might mean in concern with his and Dinobot's tenuous friendship.

"Be careful," Tigatron cautioned as Dinobot tried to untangle himself from the wreckage. The warrior gave a disgruntled snarl and ignored the proffered hand Tigatron held out to him.

"I am fine," he growled.

Rhinox ignored the raptor's self-diagnosis. "I don't think I'd be too quick to say that," he deadpanned, and pointed at Dinobot's lower torso and chest.

Rattrap followed the engineer's gaze. For several nano-kliks he thought his optics were somehow malfunctioning. But when it became apparent the sight wasn't going to change no matter how many times he blinked, the spy had to force his central processor to compute what he was seeing; and even then he still wasn't sure what to make of it.

In several places across Dinobot's chest and shoulders, his superstructure was partially melted or gouged with deep scorch marks - probably from where some super-heated piece of machinery fell on him during the explosion. One section of plating that spanned the majority of his lower right ribcage was actually missing, as if it'd been torn from the warrior's body by some giant crowbar. Under normal circumstances, this wouldn't have been so shocking a sight. Immediate medical attention would have been necessary for the bot in question if he was to survive his injuries, for sure. But where loose wires, fried circuitry and torn fuel pumps should have been hanging out of the gapping holes in Dinobot's superstructure, as Rattrap would have expected, there was nothing.

Nothing. As in no wires, no fried circuit boards, no potentially fatal energon loss. Because between the torn edges of Dinobot's superstructure Rattrap could see the dull gleam of metallic blue and bronze plating that almost appeared to be a secondary superstructure hiding underneath what should have been the warrior's only one.

Unable to think of a plausible explanation for such an bizarre sight, Rattrap's usually sharp tongue was rendered completely speechless and the Maximal spy was forced to do nothing more than stare at the warrior.

Dinobot looked down to examine himself and let out a strangled hiss that might have actually been a curse in some Predacon dialect. He quickly tried to cover the largest section of missing plating with his hand, but the damage was already done. Everyone else had already seen.

"What the-?" Rhinox leaned closer to examine Dinobot's side. "Is that a second frame?"

"No," Dinobot snarled, angrily swatting the broader mech away. "It is none of your concern." Despite the warrior's usual gruff, Rattrap couldn't help but notice the way Dinobot nervously turned the more damaged side of his body away from Rhinox, as if physically trying to shield it from the psudo-medic's gaze. Or the way he refused to look and meet anyone else's optics. Or the way one hand remained self-consciously pressed to his side.

"What in Prime's name is going on?" Rhinox demanded, taking a step towards the evasive raptor. "I don't know what you're hiding, Dinobot, but if it's something that could compromise our mission in any way, then we need to know about it. I'm not going to let this drop, so you might as well start telling us what the frag is going on."

Dinobot growled through his teeth, glaring darkly at Rhinox. But then with a resigned sigh that seemed to originate from the very center of his core, Dinobot let the one hand that was futilely trying to cover his torso drop to his side. He looked away from the group of confused Maximals and stared into the distance.

"Mechs at some times are masters of their fate, whose futures are not written in the stars…" he murmured in a voice almost too low for Rattrap's audio sensors to detect. Rattrap couldn't be sure, but he thought it sounded like a line from some ancient poetry. "Fate, however, proves vengeful. And what is the unkindest cut off all is that I should be discovered now of all times after everything else I have survived…"

"Dinobot, what's going on?" Cheetor pleaded. Confusion warped his facial plates. Obviously seeing one of the strongest members of their group so unnerved - and for still unknown reasons - was having negative effects on the impressionable youth. "If something's wrong, tell us what it is and we'll help you. That's what Maximals do! And you're one of us now, so you've got to tell us!"

"It is not that simple…" Dinobot muttered, still half-lost in whatever thoughts haunted him.

Then, as if coming to a final decision, Dinobot abruptly wheeled around to face his fellow Maximals, his shoulders squared and head held high - like a mech determined to walk to his termination with his pride firmly in place.

"Computer," he called, keying his inner programming, "access reformat code HR-253, voice code Dinobot. Override security firewall and disable external fascia locks. Return vocal processing to original setting."

There was a long, low hum as Dinobot's optics dimmed and his body sagged as his internal computer powered down to process his commands. There was a flurry of internal clicks and chirps before another long hum sounded, signaling Dinobot's return online. Before anyone could ask what was going on, a series of loud, high-pressured hisses sounded down the length of Dinobot's body. Tiny jets of steam shot out between the edges of each of Dinobot's joints as a series of high-powered hydraulic locks released. Face, neck, shoulders, elbows, chest, torso, hips, knees and ankles all followed in sequential order from head to toe. Cheetor and Rhinox leapt back to avoid being hit by pressurized air.

Rattrap watched in stunned silence as the ex-Predacon he'd come to see as a comrade literally come apart at the joints. Like a giant, three-dimensional jigsaw puzzle, the warrior's armor plating separated off his core structure several centimeters. Ignoring the stunned expressions of his audience, Dinobot wordlessly reached up under his left shoulder guard and gripped the edge of his plating. Sneaking a claw under the joint to un-snick the final clasp holding it in place, he pushed the whole bulk of it away while simultaneously pulling his arm up through it, like a human shrugging off an overlarge jacket. From where the warrior's shoulder met his chest all the way to his wrist, Dinobot slipped the armored plating of his root form down what appeared to be a smaller arm hiding in the sleeve of his outer superstructure. Finally pushing the armor free of his wrist, the hollow limb hit the mesh decking of the bridge with a heavy clunk.

Moving as if in a disassociated trance, Dinobot continued to pull at the loosened edges of his superstructure and drop them to the floor in a growing pile of lifeless, raptor-striped plating.

Rattrap could only stand and watch in stunned silence as the large warrior mech seemed to shrink before his very optics. Like a snake shedding its skin, Dinobot continued to strip off his superstructure until a slightly smaller, less hulking root form began to emerge from underneath.

Unfastening two clasps on either side of his knee, Dinobot shook the last piece of armored plating from his leg and slowly stood straight to face the others. With deliberate slowness, he reached up and took hold of the underside of his jaw plate. Then, with one quick tug, like with the rest of his body, he pulled it free from the superstructure beneath. The whole mass of delicate facial plates came off in the warrior's hand, like some kind of a mask. Tossing it aside, the raptor took one step forward out of the disassembled shell of his former self. Then, rearing up to full height, the warrior stared down his fellow Maximals, optics burning bright with challenge.

For several moments of intense silence no one said a thing. Rattrap was pretty sure none of them would have been physically able to produce a sound at that moment even if they had wanted to. He was not proud to admit it, but he was pretty certain his jaw plate was hanging open several inches wider than normal protocol would have deemed appropriate. It didn't look like anyone was going to chide him for it, however, since everyone else was having the exact same problem. Rattrap was sure it was the first time he'd ever seen Tigatron's optics quite so bug-eyed or Rhinox openly flabergasted.

It would have been funny if the whole situation wasn't so disturbingly strange.

Dinobot stood straight and tall, body stiff as if ready for a fight. But it was a body Rattrap now only partially recognized. Polished gold plating covered of Dinobot's legs and arms while face, neck and torso were the same metallic arctic-blue as before. Bone-like ribbing still ran the length of his spine and limbs, and circled his torso and chest in a ribcage-like design. In the places where his beast form's exoskin covered his armor were the crisscrossed pattern of tan and brown raptor stripes, exactly like his old formatting's.

But that was where the similarities ended.

Where the warrior had once been broad and thickly armored like a walking wall, he was now more compact, though still as solid as before. If Rattrap had been in full control of his mental facilities, he might have made a joke that Dinobot was now merely a walking seige door. Most of Dinobot's muscular bulk was gone - laying in scattered pieces on the floor. His shoulders most notably - once too large to fit through most of the Axalon's doorframes straight-on - now had a narrower frame construct. Despite this sudden change, his arms and back still retained enough tension cables to promise untold amounts of pain to any enemy the towering warrior might meet in battle. His once thick metal torso was narrower, especially at the waist where, several inches lower, hip plates fanned out in a generous curve down to powerfully built raptor-striped thighs. Lower still, where Dinobot had once sported thickly armored pede plates his feet were now more reminiscent of his beast-mode's clawed appendages. Deadly looking eight-inch talons curved up from the side of Dinobot's insteps, framed by a smaller set of claws on either side.

But probably most unnerving of all - if all that wasn't too much for Rattrap's overheated processor to compute already - was Dinobot's face. Where the warrior's facial plates had once been all harsh angles and pointed nasal ridge was now smoother and slightly more… refined, for lack of a better word. It was as if someone had taken a buffer to the saurian's face and smoothed down the worse of its hardened edges.

"Well?" Dinobot said, voice full of impatient demand. Again Rattrap wondered if he wasn't caught in some CR tank-induced dream. Because the voice that issued from Dinobot's mouth was not the hissed rumble of syllables he'd become so accustomed to hearing; but rather a smoother, higher-pitched version of it - like the sound of sharpened steel scraping over silk.

It was then that Rattrap finally allowed himself to accept the improbability of everything he was seeing - the pure incredulity of it!

Dinobot, battle-hardened ex-Predacon-turned-Maximal warrior, was really a femme.

Should I continue? Feedback will prompt the speedy production of a second chapter.

PLEASE REVIEW!

Author's Note: If anyone is worried about Dinobot suddenly becoming all lovey-dovey and girly now because of this latest turn of events, have no fear. To help cement a clearer mental image of Dinobot's new persona, I want you to picture her as Terminator meets Xena: Warrior Princess. Basically: badass lady robot.

I'm not sure how it came across in the text, but I wanted the scene where Dinobot was stripping her fake superstructure off to be extremely shocking to the other Maximals. I can't help but think such a sight would have had the same shock value as when Arnold in 'Terminator 2' took a pair of boxcutters and peeled the skin off his robotic hand.

-LAXgirl