The Maximals discover a junkyard facility where the robot shells of the missing Transformers are stored. Meanwhile, Blackarachnia and Thrust discover a fatal attraction for one another.

Megatron sends his generals and Diagnostic Drone into the catacombs to kidnap Nightscream and learn the secret behind his Beast Mode. Nightscream is forced to relive a painful memory from his past.

Defending themselves against Megatron, the Maximals face their most dangerous enemies -- each other!