Dinobot sees a chance to regain his lost honor when he spots Megatron attempting to alter history using the knowledge on the remaining golden disk.

Destruction rains down on the Maximals as Megatron unleashes the weapons of the Nemesis. Optimus orders a desperate attempt at getting the Ark airborne.

The Maximals manage to take out the transwarp cruiser and fend of the Predacon attack. But the battle is far from over, as Megatron heads for the now uncovered Autobot Ark - containing the heroes and villains who'll shape the Cybertron where the Predacons and Maximals come from.

While Inferno, Quickstrike and Waspinator go looking for a new ""colony"", Megatron discovers one of Tarantulas' secret projects - the reactivation of the gigantic Decepticon warship that shot down the Ark before it crashed into the sea.

The spacecraft leaves, but not before revealing the second moon's true purpose - planet destruction. As it gets ready to fire, Optimus and the others return to the Axalon only to find Rhinox and Dinobot off-line... and spiders in their basement.

As the transwarp wave generated by the explosion in "Other Voices (2)" nears Cybertron, the Maximals rejoice, thinking the rescue is on its way. But unbeknownst to them, it is intercepted and diverted by the leaders of the Cybertronian Predacon alliance, who view Megatron as a loose cannon and wants to deal with him quietly, by sending one of their covert operatives.

Megatron is captured, but the battle used up too much of the cruiser's energon supply for there to be enough for the travel back to Cybertron. While Ravage interrogates Megatron about where they might find more, Primal confronts Silverbolt about his relationship Blackarachnia, leading the Fuzor to go off on his own to find her.

Hopelessly outnumbered and outgunned, Rattrap, Cheetor and Dinobot try to keep the Predacons away from the Axalon where Rhinox lies delving deep into the Matrix, pursuing a faint hope...

The aliens, the Vok, send Tigerhawk to Earth to stop Megatron's meddling with time. He crashes into the Predacon base, but the Predacons have no intention of takeing this lying down... especially Tarantulas.

An alien spacecraft lands and captures Airrazor while she's examining it. Optimus and Rattrap enter to rescue her, while the Predacons stand outside, ready to break the truce at a moment's notice.

A new breed of transformer, robots with two animals mixed together when in beast form.

Dinobot is captured while on a recognizance mission, and surprisingly asks Megatron for permission to rejoin the Predacons, offering the golden disk as proof of his sincerity.

While the Predacons are preparing to strike at the Maximal base by creating a hole in the ground below it, Dinobot accidentally activates the Maximal's new defense system before it's learnt to recognize the Maximals as friendlies.

After installing a hidden camera in the Predacon base, the Maximals watch them destroy themselves during a power-struggle between Terrorsaur and Megatron. Investigating, they find no signs of life, so it looks like they won, and can go back to Cybertron with salvaged parts from the remains of the Predacon ship.

Rhinox spots a falling stasis pod while surveying unused Predacon territory. He is the first to arrive, but the pod is damaged and he is unable to activate the DNA scanner. Unless he can get it working again soon, the protoform's spark will be extinguished.

Predicting the next stasis pod's landing, Tarantulas knocks out both the Preds' and the Maximals' computer systems. He plans to recruit the protoform robot for himself, but has to let Blackarachnia tag along when she discovers him scheming.

During a fierce storm, the immortal spark of the Deception Starscream lands on the planet and takes control of Waspinator's body. He convinces Megatron to let him help with an attack on the Maximal base, which he knows to be offline. His skills are after all considerable... but then again - so is his treachery.

Surviving the energon surge thanks to their new transmetal bodies, Tarantulas sets up a shield around the alien construct and heads inside along with Megatron and Quckstrike. Outside, Optimus and Rattrap try to figure a way in, while the two other transmetalized Maximals return the wounded Rhinox and Dinobot the CR chambers.

Cheetor discovers a huge stasis pod, containing Protoform X - a failed Maximal experiment that created an indestructible spark but drove it insane in the process. When Predacons arrive, a fight breaks out over it, setting off an energon storm that leaves Blackarachnia and Silverbolt together damaged, having to fend for themselves - While Protoform X awakens, looking for a victim...

A series of earthquakes uncovers a heavily damaged stasispod. Out of it comes a freakish robot - barely sentient, but with extremely powerful weapons. Scoffed at by the others, both Silverbolt and Rampage sense a kindred spirit, each in their own way.

One of the Maximal stasis pods, put in orbit before the crash, falls down in the north, and Optimus rushes out to retrieve it. Unfortunately, Megatron anticipates this and sets up an ambush that nearly kills the Maximal leader. Without a flyer, the Maximals race to the pod in hope of getting it before the Predacons reprogram the dormant robot inside.

While out surveying the planet, Airrazor and Tigatron trigger a remaining alien site. While the Maximals scramble to their rescue, Tarantulas is already on his way, determined to thwart the aliens' plans.

Realizing that without the Maximals she would never have existed, Blackarachnia actives the Ark's defenses and forces Megatron out of the ship. The Maximals start initial repairs and the time storm subsides a bit, but Optimus Prime's life still hangs in the balance - it could swing either way. Megatron rallies his troops to make sure it swings in his favor.

Using a newly discovered blank protoform, and his part of Rampage's spark, Megatron creates a clone of Dinobot incorporating his enhanced transmetal 2 technology. Discovering the experiment, Cheetor and Depthcharge try to destroy the equipment, but it is activated during the fight and blows up - the cat getting caught in the blast.

Blackarachnia attempts to use the transmetal driver on herself, but all it accomplishes is to disrupt her Predacon programming, making it deteriorate quickly to the point that it will make her mindless unless it is removed.