When Pantora finally revives, she finds herself strapped to a wall in a dark cavern. She attempts to inspect her surroundings carefully, noticing that Stalker, too, has been captured and chained here, and that Upgrade seems to be working on calibrating some sort of spherical device. When her movement is detected, Tarantulas steps forward, revealing himself sharing Upgrade's body. Apparently, Upgrade has been infected with a "virus" which he found lurking on Tarantulas's network which contained the spider's original personality files. Tarantulas seems to have plans involving the young female, but Upgrade's revulsion for touching anything with fur makes her torment brief. However, when Stalker revives moments later, the spider manages to push the body's original personality to the back. Though Stalker is no longer sure whom she is addressing, his promise of power makes her more than willing to accept his embrace...
The Maximals, meanwhile, are picking up the pieces from the conflict in the other cavern. Darkwave holds a funeral for Ravage; though all the heroes attend, all but he and Beetalion consider the services to be for Pantora, whom they are certain was destroyed. Cheetor and Optimus are the most upset, given that they both knew Pantora well in rather different ways. Darkwave, who has become slightly colder since his transformation, nevertheless attempts to console Cheetor by pointing out that, even though Cheetor lost a love, Blackarachnia was kept safe.
The Predacons have faced greater strategic losses than their rivals. Epitaph, unaware of Upgrade's location, has taken over as commander even before Stahldrache is completely repaired. He explains that he spoke with both "halves" of Upgrade, and that the Predacons are at last only a few steps away from constructing the technology they were after. However, because he is not certain where Upgrade retreated to, the Predacons need to wait for his call before drastic action. Stahldrache suggests sending a patrol to the cave-in site and excavating for any other tunnels. Epitaph approves, and assigns Sellsword and Krakken to accompany him. Another Predacon, a new recruit picked up by Angel while she was patrolling, is introduced: a snapping turtle called Hardhead, whom though considerably tough, is mentally unstable and not currently fit for action.
The Maximals construct a patrol schedule so they can better accomplish their remaining goals of minimizing Cybertronian involvement on Earth. The first patrol consists of Darkwave and Charger, who decide to use their time scanning the oceans for stasis pods, and Blackarachnia and Silverbolt who are checking any potentially dangerous perimeter sites for Predacon activity. Darkwave calculates the trajectory of the possible Axalon I pods, and brings a scanner which will comb the waters looking for any extra-terrestrial materials. Though the pair does manage to locate several stasis pods, they seem to be destroyed, crushed beyond repair by the water pressure. After coping with the third such loss, Darkwave picks up a very different signal; something he can't identify but believes may be worth checking out. The team locates a mysterious island, where they notice with now-familiar clarity the signs of Vok alien involvement. They immediately call back to the Axalon, where Cheetor advises them to proceed, but with caution. Caesar, who overhears, is alarmed by the device's discovery; Tigatron's ancestral spark in him warns him of possible danger. The island itself contains a tower-like structure with energy walls, and is surrounded with face-shaped statues armed with weapons. The weapons, however, do not fire on the approaching Maximals. Racking his brain for anything that Tigatron may have known, Caesar is able to tell the others that the device probably is not designed to detect them at all. Cheetor however realizes that if the energy shield is raised, someone INSIDE has already activated it. Darkwave picks up a single Cybertronian signature within the construction, but is unable to divine its alliance. Optimus decides to take Caesar and Thundershot out there with him as backup to inspect the device first-hand, and tells Darkwave and Charger to wait for them before proceeding.
A second patrol consists of Silverbolt and Blackarachnia, and they are double-checking the caved-in area when they pick up the signatures of the Predacons within. They call for backup before they drop to investigate.
When Optimus and his group approach the structure on the island, they are at first puzzled, as there seems to be no ready way inside. When Optimus risks to lay his hand on the walls, the device springs to life, and a resonant voice warns the Cybertronians that they are to leave the planet immediately. Rather than risk alien wrath, they take off into the air, but Optimus is still worried about the Cybertronian signature that Darkwave has detected. Caesar scans through the energy walls, and sees a complex of buildings on the inside of the structure; the group decides that further, careful investigation is required.
When Edge and Miriam arrive to assist Blackarachnia and Silverbolt, the four enter the Predacon cave...cautiously. Though they are momentarily tripped up by Stahldrache's purposeful energon leak, which he used to plant his scent at a crossroads, they find Predacon shadows dancing against a far wall. Blackarachnia holds her team back, using telekinesis to throw debris among the villainous group; at the same time, Stahldrache sets a charge which he intends to use to separate the heroes into two groups. Though the charge does not have its intended effect, it stuns the heroes considerably, and gives Stahldrache enough time to shoot Silverbolt out with energon-laced shot. The remaining Maximals put up a good fight but find themselves outnumbered when Upgrade bursts through a caved-in wall and into the melee. When Edge's attack breaks Sellsword's main blade, the Predacon retaliates by cutting at the Maximal's spark with his concealed knife. A shotgun blast later, Edge's spark is exposed to the air. Upgrade knocks out Blackarachnia with only minor injury; when Miriam charges him, he catches her energon blade, and fires on her with his ice cannon. Miriam opts to retreat without her weapon, so that she can summon help; Edge's last stand against the Predacon commander proves futile. Three prisoners richer, the Predacons move into the tunnels and into the Lair.