While Caesar is taking a recovery bath on the Predacon ship, Blackarachnia and Silverbolt are interrogating Oblivion in order to hack their way in to the Predacon ship's security system. However, Caesar finds himself in for a rude awakening when he is finally recovered; the security grids, previously deactivated, are now on-line. After a crawl through the ship's ducts, he manages to reach the bridge, where a suite of autoguns has rendered Blackarachnia and Silverbolt immobile. Caesar manages to destroy the only remaining guns just as Blackarachnia recovers, and finds her entirely unable to deduce what just happened. With the ship's security grids now fully functional and the piloting console inaccessible, they are forced to abandon the ship. Back on Axalon II, treachery is uncharacteristically afoot among the Maximal party. Miriam speaks with Beetalion, still a prisoner, and says that she is entirely interested in letting him escape, when the time is right. When he deduces that she may indeed have Decepticon aspirations herself, he persists in questioning her, but she evades. Instead, she goes back to her personal quarters, using the time to get a computer scan of the jewel that Octane gave her, which Beetalion had an increasing interest in. She finds that the crystal contains data which would allow her to create a more powerful hybrid of energon fuel. However, she is not aware that Klaatu is hiding on the computer network, and copying her files. Darkecho, meanwhile, has a plan of his own, one that involves getting the Ark codes for himself. He begins work on a computer virus that he hopes he can use to extract the information from either Blackarachnia or Optimus. Blackarachnia, still on the Predacon bridge, calls in to the Maximals. She tells Stalker that (much to the stoat's surprise) all is forgiven, if Stalker can provide information on the ship's command codes. Stalker can't help the spider, who then decides to enlist Thundershot and his piloting expertise to help her break into the system. They manage to finally unlock the doors, but can't accomplish anything in altering the codes. While the two are at work, Thundershot states that if Blackarachnia was actually interested in making Stalker disappear, he would be more than happy to help. Unaware of the truce between the two females, he ends up on the wrong side of a claw and a threat from the very weary widow. Meanwhile, Cheetor gives Stalker an order: she is to tell Edge the names and identities of all the Predacons on her former team, so that they can enter their data into the Axalon II computer. She does her best to recall the information, and Pantora notices a strange pattern converging on the console. It seems the Predacons are on the move. Cheetor alerts Optimus, and the team agrees to meet up and take the Sphinx to the source, which is a swampy area in the south. Charger, Miriam, Spike, Thundershot, and the battle-ready veterans all form the team. When Blackarachnia notices the Predacon movement pattern, it becomes suddenly clear: they're heading toward Bali. The Maximals meet up with the Predacons—five of them, including their commander—outside of a Decepticon escape shuttle. Though Optimus attempts to reason with the Predacon band, he is shot down HARD by Swiftsting. Epitaph allows his commander inside, then, as the other Maximals arrive, does his best to hold them off. Blackout, Angel, and Sellsword are all taken out, but Epitaph manages to damage Spike beyond repair. Miriam charges him and slices him to ribbons, ensuring what she believes to be fatal damage. Swiftsting, however, has already entered the shuttle, and reaches to the computer, and pushes... the wrong button. As a signal comes out from the shuttle and shines out over the swamp, Cheetor places a general distress call that reaches all of the heroes:
"We have a Decepticon problem."
Stalker and Edge, who had been interrupted from their current work placing a protective refraction web around the known Vok device, answer the call right away, blazing full-speed toward the swamp. Caesar and Darkecho, who also heard the distress cry, have a different plan. Darkecho realizes their opponents are going to be more than Maximals can handle, and flies toward the human settlement to enlist Waspinator.
Meanwhile, the Insecticons: Shrapnel, Bombshell, and Kickback, discover their beast modes for the first time. Shrapnel senses a kinship in Swiftsting, who offers a hand in friendship, but he will not take his orders, instead commanding his troops to explore the area, and passing the stunned Blackarachnia and Charger right by. However, the monstrosities are in for a surprise when they see the now-reviving Optimus Primal. He steps forward, finds himself nearly eye-to-eye with Shrapnel, and after hearing the words "Kill the Autobot (Autobot!)" he is fighting all three of them off. Thundershot helps by distracting the Insecticons with his sonic scream. Charger uses weather control to call lightning down on the insects, and Shrapnel, the legendary inventor of the ability, counters. When Optimus is crippled by a blast from Kickback's flame thrower, Cheetor flies into a feral rage...and is slammed by the grasshopper's powerful kick. Unfortunately for Cheetor, he lands right on Edge's spiny back. Edge and Stalker arrive to see the Maximals fighting a losing battle against Swiftsting and the insect troops, and help cover their retreat just as Bombshell begins to self-replicate.