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

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.

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.

Inferno retrieves a golden disk hidden inside a glowing mountain. When Megatron sees it, he decides there are far more important things to worry about than the Maximals, and offers Optimus a truce. Meanwhile, Tarantulas is even more determined to leave the planet than ever.

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.

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.

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.

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.

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.

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.

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.