Outside of the cave-in, Cheetor is very upset with the Maximals' forced retreat. As Blackarachnia endeavors to create a telekinetic shield to keep the still-aggressive drones at bay, Cheetor escapes down a side tunnel. He is determined to find another way to the Predacons to rescue Pantora. Not believing this action, Blackarachnia, Cheetor, Thundershot and Edge make their way out of the cave, and radio for backup.
On the Ark, Darkecho's transformation is finally complete, and he has become Darkwave. Optimus, now eye-to-eye with the other robot, is at first concerned that the Maximal bat may begin to show Decepticon tendancies, but Darkwave is calm in response and fair about returning Soundwave's spark into its body. The moment is cut short when Optimus receives Blackarachnia's distress call.
Meanwhile, the Predacons are discussing what Upgrade has learned. He seems to know the location of an alien artifact that will allow the Predacons to create Transmetal IIs. He gives Stahldrache, Stalker, Oblivion, and Sellsword an underground vector to travel to reach the alien site, and hastily warns them that, once they find it, they are not to take any more than "they need." After the main Predacon troops leave the building cavern, Epitaph discusses with Upgrade what he believes is happening in the cave. After some interrogation, he discovers that Upgrade's new information has come with a price...
It is at this moment that Cheetor discovers where the Predacons are hiding, and battles Epitaph one-on-one to save Pantora. Though he manages to defeat Epitaph, Upgrade makes short work of the now-injured Maximal. Before throwing him down alongside Pantora's hobbled form, he takes the time to taunt Cheetor...with glowing green eyes and the voice of Tarantulas.
The Predacon team emerges in a desert area, and scans the wasteland for any sign of energy output. Sellsword, using an area-energon scan, locates a radiative area under the sand, and the team, beginning to dig, discovers a stand where an energon crystal may have once sit. The energy source now gone, the Predacons see nothing but the Vok sigil which once rested beneath it. Another area scan reveals five other, somewhat fainter signatures along the perimeter of the stand; they read as if there ought to be a sixth to complete the pattern. A search of the "missing" area finds an underground room with nothing inside; exploring the next radiative area clockwise reveals a tall, bent column, which Staldrache destroys. Stalker and Oblivion, being smaller, make their way inside the underground chamber, where they locate what appears to be a bejeweled sphere. Rather than exploring the other energy signals, they heed their boss's command and return with the single device.
When Optimus and Darkwave, along with Ceasar, arrive at the tunnel entrance, they admit there is not much they can do to aid the smaller Maximals as the tunnels are too narrow for them to traverse. Optimus offers to escort the badly damaged Edge back to base. Ceasar remains behind, and when the additional backup arrives from the Axalon II, the heroes wander back into the tunnel system. Blackarachnia, however, is unsure of where to find another path to the Predacons, and the team becomes lost in the caverns until Silverbolt offers to scent his way through. Following his nose, he is able to track Cheetor's path as it leads around the cave-in. In another tunnel, the Predacons are returning from their desert mission. Not seeing Upgrade in the main room, they find him at last in a different part of the caverns. Noting the unconscious sprawled around their leader, they present him with the driver, but he responds that it will still take some time before it is ready to be used.
The Maximals travel deeper into the cave where find a stash of energon. A tunnel beyond, there is an area where Arachnoid drones are using the energon collection to reproduce one another. Klaatu uses an electromagnetic pulse to shut down the spawning pool before the group moves on. At last they find their way into the large cavern, and discover Tarantulas's building project. They are stunned when closer inspection reveals that the giant spider is actually a pair of four-fingered HANDS, meaning that the intended construct is much larger than any robot they have ever seen. When they look at the screen on the nearby computer, they realize that the plans the drones are using look like nothing more than an entirely rebuilt UNICRON. Sensing that the computer is a trap, Blackarachnia backs away just as the Predacons rush the cavern. The combat begins with a sharp cackle, and as the giant spider rushes to life under Upgrade/Tarantulas's control, Blackarachnia's scream echoes throughout the cave.
The shout is not lost on Darkwave, who, with Optimus's help, is somewhat nearby seeking the remains of his ansector's ally Ravage. The two giant robots rush to track the combat down as it begins.
While Thundershot and Charger use their most earthshaking attacks on the Hands of Unicron, the other Maximals and Predacons face off, amid seas of Arachnoid drones. Stahldrache is quite surprised to be taken down by the organic Miriam; Stalker barely has time to maneuver before falling rock precludes her. Blackarachnia rushes Upgrade/Tarantulas, followed closely by Ceasar, just as Epitaph emerges from the back with a still-unconscious Cheetor. Though he threatens to tear out the commander's spark if unheeded, combat does not halt. Luckily, he rips only at Cheetor's chest, not realizing that the Maximal's spark is in an unusual location in his leg. He is shocked when the Maximal he believed destroyed knits himself back together in a flash of light. By this time, Darkwave has already found the location, and deployed Fracas and his earthshaking piledrivers to cut a path to the cave. Upgrade/Tarantulas overpowers Blackarachnia, but she is rescued by Silverbolt just as the Hands of Unicron topple to the side under a sonic blast. With the world falling around them, the Maximals escape, leaving the Predacons in the rubble.