Mid-morning on the Predacon base. Blackarachnia, still in her cell, discusses her predicament with Mantisoar. She's had some sort of dream, but won't reveal details. Back at her home, Silverbolt is eager to follow her scent into Pred territory. Rattrap convinces him to wait for backup. At the greenhouse, Rhinox finally activates the new Autobot, who is pleased to be alive and ready to serve Darkecho. With their new addition, the group decides to head out to Predacon territory to help save Blackarachnia. Rhinox stays behind, but Rattrap decides to aid, as well, despite his moral objections to working with a possible Decepticon.
Stalker, in her new home, has a rude awakening by a dark figure in her doorway. Subcommander Epitaph has been ordered to gather the two mercenaries—who, as luck would have it, are in the same bed—to aid him in interrogating Blackarachnia about the Transmetal II Device. The spider nearly escapes when they try to take her to the interrogation room, but Epitaph's mystical powers finally subdue her. After a session hooked up to Upgrade's pain-output device, she finally concedes; if the Predacons will hook her to their computer, she'll download them the plans.
The heroes on the rescue mission reach the border, and are immediately attacked by the guard force. The group does an excellent job ripping through the Predacons on the guard tower. His mind focused on his mission, Silverbolt nearly ignores the Predacons entirely as he dives over the wall. Glimmer takes out a huge number at once by creating a sonic boom and knocking over their tower. Rattrap, meanwhile, is having uncharacteristic difficulties. Thundershot and Eldred show him up in battle, and the Predacons' armored mecha drive the veteran back into Maximal territory. The heroes minus one press on through a wave of Yellowjacket drones until they finally reach the Predacon stronghold. The villains are waiting for them in force; Silverbolt, ignoring them, presses through the drones and through the fortress walls. Darkecho lets Fracas out of his tape deck to even the numbers. The bat absorbs a number of shots from the Predacon Oblivion, but finally defeats him. Nearly broken, he rests inside the opening Silverbolt has created. Pantora singles out her favorite target, Angel, and despite some damage beats the fish to the ground. Eldred and Swiftsting, the groups' largest members, battle it out, with the Predacon using his beast mode scorpion tails and the Autobot using his spark force. Blackout uses his weapon to blind Thundershot, but fails to damage him severely; Thundershot's blind blast is right on target, removing the Predacon's head. Fracas wrestles with Krakken, but neither gains the upper hand.
Upgrade, directing his drones from the top of the Predacon base, is surprised. He was sure he'd killed the Warder hummingbird when he set the explosives on his transport, and he is shocked to see Glimmer back in action. He barely has time to collect himself before he takes a sonic boom to the face. Glimmer soars upward for the dive, and Upgrade activates his ultra-powerful arms, inviting the Warder to take another shot, and knowing what he has in store. Upgrade absorbs two shots from Glimmer's various guns, and when the blade comes for his spark, he catches it, using his increased muscle to snap the energon blade in two. The unstable material causes a massive explosion, and the Maximals on the ground look up just in time to see it.
(To be continued...)