The new Predacon commander calls his troops into the bridge, berating them all for previous incompetence and revealing his new plan. After promoting Stahldrache to his lieutenant (given that he is the only Predacon who has not made extreme mistakes), he orders Angel and Krakken to locate and salvage their former commander while keeping an eye out for any extra Axalon I stasis pods that may still be in the oceans. As for the rest of his troops, he shows them a location his Yellowjacket drones have found: a pile of rubble blocking the entrance to a cave. He insists that the cave is full of tactically important technology, and digging through the rubble will be certain to provide reward.
Meanwhile, the Maximals are mining energon as a temporary solution for their own difficulties. Klaatu, having studied Miriam's files, finally knows enough about the formula to present Optimus with a working sample of "high-Octane" energon. Just as Optimus is inspecting the sample, there is a scream from below deck. Miriam, who has been experimenting with Octane's second, more potent formula, has injected herself with an unstable batch. When Optimus arrives in her security office, he questions her, but the unstable injection has put her in a lot of pain. Edge escorts her to the R-chamber, where she can have her fuel cells cleaned, though she will probably have to rest off the resultant "down" period.
Optimus, Klaatu, and Blackarachnia work on compiling a "safer" version of the formula. Though not meant for internal use, the formula will probably be just the thing to repower the Ark and keep Teletran I on standby for the next few million years.
The Maximal commanders call a general meeting to explain their current plans. Cheetor and Optimus attempt to establish their chain of command; Beetalion reveals that, for the time being only, he has altered his activation code to Maximal so that he can be an honest part of the structure. He also appoints Blackarachnia as his personal subcommander so that her services as an engineer will remain with his crew. The others are surprised but consider the change a positive sign. The Maximals also discuss their plans to produce the high-energy energon, and enter the Ark so that Darkecho may once and for all meet with his ancestor, Soundwave.
Elsewhere, the Predacons have finally dug an entrance into the cave, and find their way into the winding tunnelways. Upgrade allows Epitaph to take a few troops down one corridor, while he takes his new lieutenant down the other path. He is fortunate enough to discover an open area in the caves, where a tramway apparently used to rest. A computer console nearby shows the schematics for the Decepticon flagship, Nemesis. Wasting no time, Upgrade attempts to hack into the mainframe to discover what other secrets it may hold. They also find that the underground tunnels are alive with Arachnoid drone activity, and Stahldrache, at commander's request, "pockets" a single drone for safekeeping. Upgrade then hooks himself into the computer to connect with the interface. After a moment, he steps away, apparently satisfied with whatever it is he's acquired, and radios his troops to direct them down a different tunnel. He tells Stahldrache to go on ahead, as he will meet up with him in a little while...
Miriam, seeming upset that Klaatu had stolen her files, resigns from her security post. Cheetor understands, but is wondering what would cause this change of heart. He asks her up front where she got the energon formula. When she responds that she does not want to divulge her sources, it rouses his suspicion. He determines that she must have learned the formula on Centauri Station, where he also had exposure to more potent energon. He asks Blackarachnia if she knows anything about a Maximal named Octane. Though she doesn't know the name offhand, and the Axalon II computers reveal nothing, she vows to check the Predacon-based files on her "own" ship. When she finally does look up the name, she discovers that the moniker belonged to a Decepticon who was said to be a traitor to the race. Darkecho also remembers Octane through his past life, and he is not particularly happy to hear the name. While the refinement work takes place, Thundershot takes some time to visit with Blackout, the Predacon prisoner. Blackout turns out to be extremely talkative, and reveals with no lack of detail the circumstances of his own Transmetallization, which Thundershot notes with interest.
The Maximals finally complete their work on the new batch of energon. Optimus takes Blackarachnia, Silverbolt, Thundershot, Ceasar, and Darkecho to the Ark entrance. First things first; they load the potent fuel into the system, and are pleased when fuel cells begin reading at high-output levels. After that, they walk into the main bridge and spend some time looking over the Autobots and Decepticons contained within. Darkecho approaches the prone form of Soundwave, and opens the body to reach the spark cavity. As the others awe, he places the spark inside his body, and begins to change...
Cheetor, meanwhile, is leading his team on a planetwide stasis pod scan, when he picks up Predacon signatures which seem to be gaining on Optimus's location. He radios the other team at once, and tells them that the scan is reading Predacons underground. Blackarachnia has a hunch that the villains may be searching the Lair, and she, Silverbolt, and Thundershot leave at once for the location while Optimus guards the still struggling Darkecho. Cheetor also heads out for the Lair, bringing Pantora, Edge, and Stalker along. His group reaches the entrance first, due to his prior knowledge of the location, and crawls underground through the narrow hallways. The Predacons, meanwhile, have reached a much more open tunnel, crawling with drones. Upgrade hears the Maximals approach, and sends Sellsword, Epitaph, and Stahldrache to ambush them while he leads Oblivion on ahead. When Edge, forced down to his beast mode in the narrow hallways, seems aggressive, the spider drones beset him, injuring him severely. Sellsword's burst of laughter at the big Maximal's scream of pain ruins the Predacon element of surprise and sends the fight into a furor. Cheetor is the first to break into the open tunnel, but he is held back by Epitaph's telekinetic staff while Pantora is rendered helpless by cybervenom and taken prisoner. Stalker, seeing the Maximals begin to lose, quickly switches back to the Predacon side. When it seems like hope is lost for the heroes, however, Silverbolt, Blackarachnia, and Thundershot finally arrive. They push the Predacons back into the tunnel just as Upgrade emerges from the opposite end, leading a swarm of Arachnoid drones toward the Maximals. Thundershot lets loose with a sonic scream, destroying a large number of drones but causing the cave walls to begin to collapse. Maximal and Predacon alike are forced to retreat any way they can, and while the Maximals head back toward the narrow entry tunnel, Upgrade directs his troops further into the cave. Trapped on the opposite side, the Maximals discover that Pantora and Stalker are still with the Predacons.
Though Pantora is unconscious, Stalker is only cloaked, and waiting for opportunity. Upgrade leads the Predacon troops into a room where a building project of an enormous magnitude is taking place. It seems as if the smaller spiders are in the midst of constructing a much larger one. Upgrade accesses another computer, and seems to have no difficulty navigating the system though he does not share the information. Stalker decloaks, presenting herself to Upgrade, who is naturally suspicious of her sudden change. When he questions Stalker on her loyalties, she immediately offers him any information she knows about the Maximals, including the plans for their internal defenses and their scanner readouts for the alien device. Upgrade responds with...very STRANGE laughter, before stating to his troops that he has some calculations to complete, and is not to be disturbed.