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.
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.
A stone circle, showing abnormal energon readings, is activated during a Predacon attack and attracts an alien probe. While investigating it, Optimus is disintegrated, leaving the Maximals bickering over who's in charge, while the Predacons prepare to attack.
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.
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.
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.
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.
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.
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.
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.
Megatron creates a clone of Dinobot's beastmode, and sends him off to deactivate Sentinel while Terrorsaur traps the real Dinobot in a cave.
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.
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.
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.
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.
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.
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.
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...
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.
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.
Two new Maximals awake in Predacon territory, both with bizarre looks and unusual personalities due to the damaged systems in their stasispods. Taking advantage of their confusion, Megatron convinces them they are Predacons, hoping to finally crush the Maximals with these reinforcements. Meanwhile, Blackarachnia returns to the Predacon base with Tarantulas' body, Tigatron and Airrazor go of looking for more stasispods, Rhinox shuts down and connects to the Axalon in an attempt at reaching Optimus' spark, and Dinobot realizes that the aborted armageddon has left the planet looking awfully familiar.
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...
Megatron sends out Tarantulas, Blackarachnia and Quickstrike to build an energon refueling station, though the spiders' scheming complicates even the simplest task.
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 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.
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...
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Destruction rains down on the Maximals as Megatron unleashes the weapons of the Nemesis. Optimus orders a desperate attempt at getting the Ark airborne.
