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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.