Cheetor becomes trapped in Tarantulas's net of deceit and torture.

The Maximals are preparing to place out a Predacon detection system, but Optimus postpones it due to a fierce storm. Cheetor is however again out to prove himself, and starts setting it up anyway - ignoring the storm until a freak lighting somehow transports him into the Predacon base.

Megatron creates a clone of Dinobot's beastmode, and sends him off to deactivate Sentinel while Terrorsaur traps the real Dinobot in a cave.

Tarantulas infects Rhinox with a virus that causes him to sneeze raw energon, rapidly depleting the Maximal's power cells. Optimus sends out Dinobot and Rattrap to look for an antidote, and they end up having to follow the spider into its underground lair...

Megatron is building a disruptor ray to scramble the Maximals' circuits, but needs an organic lifeform who won't be affected by it to finish putting the shielding into place. He has one of the cave-human children kidnapped, and it's up to Rattrap and Depthcharge to save her.

Megatron sends out Tarantulas, Blackarachnia and Quickstrike to build an energon refueling station, though the spiders' scheming complicates even the simplest task.

Terrorsaur comes across a mountain of energon floating in mid air. He chances robot mode to get a sample, but instead of damaging him, the energon supercharges him. With his newly gained powers he sets out to depose Megatron and then destroy the Maximals.

The Predacons steal the Maximals' rectifier-coil, leaving the Axalon without Energon shielding. Forced to remain in beastmode, the Maximals' mentality becomes closer and closer to that of their organic counterparts.

Blackarachnia is getting tired of the distrust, and when she overhears Optimus and Rhinox discussing removing her Predacon programming, and the fact that it might leave her mindless, she rushes out on her own... straight into the claws of the waiting Dinobot.

After Rhinox thwarts a Predacon trap, Megatron decides it's time to test Tarantulas' newest device on him - reprogramming the Maximal into a Predacon. Megatron is certain that the new ally will make overrunning the Maximal base easy, though it seems like the new Rhinox has other ideas.

A Predacon attack sets off a large energon explosion, leaving a group of Maximals with their optic-sensors non-functional while they try to make it back to the base.

Two young cave-humans are separated from their parents by an attack from Megatron's new transmetal enhanced raptor clones. Optimus chases off the raptors and charges Blackarachnia and Cheetor with escorting the kids back to their homes.

A band of benevolent Maximals follows a pack of power-seeking Predacons to a new planet.

Dinobot challenges Optimus for leadership of the Maximals, but while they fight the Predacons launch an ambush.

Unable to jury-rig defenses using parts from the Ark, the Maximals send Rattrap down under water in a small capsule to retrieve Sentinel from wreckage of the Axalon. But Megatron wants to lay his hands on it too, and Rampage and Depthcharge fighting it out in the area, nobody's safe.

After repeated ambushes by the Predacons, this time costing the Maximals a stasis pod, Optimus calls Rattrap's loyalty into question, and sends him off into Predacon territory to look for energon. Once there, he is attacked by Terrorsaur, and offers to surrender... and become a Predacon.

Scorponok infects Optimus with a virus supposed to make him a coward, but it turns him into a battle-crazed berserker instead. Filled with fury, Optimus attacks the Predacon base alone.

Rhinox detects a Cybertronian probe entering the star system, but is unable to contact it though the energon fields. The only option is build a more powerful transmitter before the probe leaves, but the nearest suitable place is in the middle of Predacon territory.

Tigatron accidentally blows up a Predacon ammo storage, and the resulting avalanche kills a feline friend. Tired of fighting, he sets of alone, renouncing his membership from the Maximals.

The alien machine is destroyed and Optimus went up with it, but the explosion sets off a quantum surge that changes the planet - and several of the robots. In his new, more powerful transmetal body, Megatron hopes to take out the Maximals before they have a chance to regroup and recover.

The Maximal Depthcharge flies into a temporal disruption while out searching for Protoform X, and is sent back in time to the Beast Wars. He and Rampage has some unfinished business, and neither cares if anything gets in their way.

Afraid of what he's becoming and unable to control it, Cheetor tries to hide his temporary transmetal 2 transformation, leading the others to believe a mutant beast has destroyed him.

Optimus is implanted with one of Tarantulas' bugs, this one letting Quickstrike remote control him. After securing the Maximal base, Megatron goes after the original Megatron's spark, hoping it will give him equal power to Optimal Optimus.

Tigatron discovers a floating island, with a giant obelisk in its center. When the obelisk fries Waspinator and Terrorsaur with a single blast, Megatron decides he wants that power and sends out Scorponok and Blackarachnia to seize it.

Optimus and Rattrap race to the island to assist Tigatron and the wounded Airrazor, while Scorponok and Blackarachnia make their way towards the obelisk.