Before the Maximals can gear themselves up toward their next assignment, a little plotting takes place on the Predacon front. Beetalion arranges a meeting with Stalker, and makes a quick statement: he's looking to get some time alone, away from Maximal eyes, so he can visit a place called Bali, Indonesia. Stalker promises to keep the Maximals occupied the next day, so her commander can have that opportunity.
As Blackarachnia, Silverbolt, and Cheetor compose a team to head out for the Lair caverns, Stalker makes a move: firing on an unsuspecting Silverbolt so that her commander can slink away in the chaos. Unfortunately, the heroes outsmart the pair, and force them to surrender. Beetalion is taken custody, but Blackarachnia is more adamant about the fate of Stalker, whom she believes should be destroyed after her increased treachery. However, Edge stands up for her for now. Darkecho and Miriam both visit Beetalion in his cell, and discuss what the commander had originally had in mind: meeting up with the Insecticons, whose escape ship crashed in Bali around the same as the Ark. Since Darkecho is interested in meeting his own ancestor, he can sympathize, but he warns Beetalion that if he does attempt to Optimize with a Decepticon like Shrapnel, he may be getting more than he bargained for.
When the group meets up again, Thundershot and Ceasar have already claimed Beetalion's ship as their own, renaming it as the "Sphinx." Everyone discusses the next logical step, and the consensus is that the first priority is tracking down the Predacon Revolutionaries, as the Maximals are afraid they've already found their position. The group splits up, with Optimus leading a group on the Sphinx, and Cheetor keeping a group on Axalon II. Cheetor's team secures their ship as a ground base, bringing up advanced shielding and autoguns. At this point, Cheetor has the notion that a better plan would consist of drawing the Predacons out to the Maximal location, and he instructs Stalker to go ahead and call her former command unit. When she opens up her signal, she receives a response from none other than Upgrade. However, he doesn't believe her lies about being locked in the Maximal hold, given that his spy drones are already on her location. Cheetor, Edge, and Stalker are targeted by ten of the Yellowjackets, but finish them off quickly. Meanwhile, Optimus and his group arrive once again at the Ark. They're relieved to find it just as they left it, but are in for another surprise: another Maximal, an elk named Charger, appears out of the forest. He is very confused by the Cybertrons' sudden appearance, knowing little about the race, but realizes in a small way that he is not an animal, but one of them. Optimus does his best to explain the situation, finally realizing that Charger must have protoformed many years ago, from a stasis pod the original Axalon never located. The others are amazed to discover that Axalon I crew may have been left behind, and vows that this is yet another problem they will have to resolve before departure. Klaatu arranges a meeting with Waspinator, and discusses with him a continuing artifact/power-search. Waspinator is a good deal less than interested, and becomes very suspicious when Klaatu lays on the complements too thickly. Waspinator makes the connection between an earlier conversation with the mindworm, and demands that Klaatu return the disk shard which he realizes he must have stolen. Intimidated more by the increasing crowd of protohumans than by their wasp companion, Klaatu complies.
Thundershot is now pleased with what he considers to be "his" ship, and sets to work with Daybreak to collaborate on recalibrating the scanners to track down the cloaked Predacon vessel. When they finally do locate the ship, the Sphinx takes off to approach it. Unfortunately for the Predacons, they had left their ship/base undermanned, thinking it to be reasonably invisible. The heroes on the Sphinx secure the Predacon base almost too easily, and take the ship back to dock near the Ark, manned by Caesar, Blackarachnia, and Silverbolt. The three explore the ship and attempt to work around the security grids, but don't have much luck in realigning the command codes. Later that evening, Ceasar is attacked by Predacon security officer Oblivion, who was hiding within his own grid. With Blackarachnia's help, they are able to capture him, and hold him hostage to see what kind of information he can offer about the ship's workings.