After a few cycles of watching Blackarachnia unmovingly sitting at their computer monitor, the Predacons get the message on their viewscreens that she must be disconnected at once. She emerges from the virtual world with a scream; she states that Tarantulas is too powerful there for her to destroy on her own, though she tried. However, she has managed to move him out of Upgrade's programming and onto the main console. Tarantulas is no longer a person, she explains, but a very dangerous computer virus. Her advice is to destroy the ship and the virus with it, but the Predacons refuse to sacrifice their equipment, ordering her to go back inside and try again. Somewhat shaken she nevertheless complies, and tells the Predacons she would do better if a few more Maximals could enter to help her. She also warns them to deactivate the R bath and disconnect the others from it; when a still somewhat unrepaired Upgrade wakes up, he storms out of the room, saying that the stakes have suddenly risen too high for him to handle. With Klaatu and even Miriam hooked into the computer, Blackarachnia hopes to do a better job, and Stalker offers to monitor their activities for the Predacon side.
In the world of the computer, space has little meaning. The Maximals walk directly into the command codes, and watch them alter in front of their eyes as Tarantulas's influence spreads inside the computer. Traveling deeper into the network, they discover a place where network webs turn into spider's webs...that snatch away both Stalker and Miriam and take them to another part of the virtual realm. Epitaph, who has logged on discreetly, confronts them both, and orders them to set to work destroying one another. Even in virtual reality, Miriam is a tough opponent, and forces Stalker to yield. However, she shows Epitaph the pendant that Octane gave her, telling him she'd rather join the Predacons than fight with Maximals. Feeling interesting irony about to unfold, he places her to destroy Klaatu, but she suddenly turns on Epitaph instead, catching him unawares and forcibly logging him off the system. The Maximals are finding her behavior odder and odder; the fact is she is starting to lose control of herself after still being under the influence of Octane's hyper-powerful drug-like energon, which her continued action is depleting from her system. Meanwhile, Tarantulas has appeared in an astral, Transmetal form, confronting Blackarachnia whom he is surprised to see "back for more." The two spiders attack one another in beast mode, and struggle; though her bite is venomous, his is stronger. Luckily, Klaatu is free and poised to attack, and pulls Tarantulas away. Under fire from more Maximals than he can handle, Tarantulas retreats deeper into the virtual web. As the combat escalates, Upgrade is getting some air in the jungle when he comes across a downed stasis pod. He immediately pulls a chip and activates it, but the pod, like the others found, is damaged, and the new Predacon inside, a bird-bird fuzor named Starfire, is confused as to his directive. While Upgrade attempts to explain the world of the Predacons to the newcomer, Silverbolt is sniffing around out in the jungle, trying to track his lady's scent. Upgrade thinks a good test of Starfire's mettle would be to mess Silverbolt up, but Starfire is confused as to the purpose of such an attack. Silverbolt is not hostile to the newcomer, and confuses him even further. Upgrade does not like where this is leading, and decides to take care of the Maximal on his own. Stahldrache, bored with watching numbers flash before his eyes on a computer console he's not all that good at reading, is more than happy to see the signs of firepower escalating deeper into the jungle. He rushes out to the combat, hoping to help his commander take care of the lone Maximal. Starfire gets in his way, declaring two-on-one to be entirely unfair in honor combat. Because Upgrade didn't have time to fully repair before he was disconnected from the computer, he and Silverbolt are evenly matched, and Starfire's interruption helps the fuzor to escape from the threat. Starfire follows Silverbolt as he flies a different direction, but explains that, so far, his programming declares him a Predacon. Silverbolt, having been in such a situation, understands, but tells Starfire he will always have a friend in the Maximals. Upgrade, Stahldrache, and the new recruit return to base for some minor repair.
Stalker, who has logged out of the Predacon computer momentarily, notices that the still plugged-in Maximals are largely unsupervised. Though she makes no violent move, she takes Octane's gem from Miriam, seeing how the Maximal had used the object as a bargaining chip before. After this, she logs back onto the system, ending up back where she began in an area devoid of life or combat. Calling out for Tarantulas summons him immediately; at last Stalker is seeing him for the first time. He seems to be weakening, and he asks Stalker to head deeper into the system to confront Blackarachnia and buy him some time to recover. She seeks out finds Blackarachnia, Klaatu, and Miriam in the virtual world. Miriam is mentally fading and in no condition to respond rationally to the threat. Stalker can't fight Blackarachnia face-to-face, but Tarantulas aids her by sending out webs to entrap the widow. As Blackarachnia becomes entangled leg-first, she begs Stalker to fight the visions she's seen and help the rest of them to combat Tarantulas. Stalker moves neither to aid or destroy the Maximal, but, as Klaatu cuts the webs away with his sword, she turns away, and walks into the rising laughter in the virtual darkness.
The Maximals disconnect, having had little luck destroying the threat. Epitaph makes another suggestion: if the virus can be lured from system to system, perhaps leading him into another computer could be the best way to destroy him. He at first suggests the Predacons' own Arachnoid drone, but Blackarachnia senses betrayal, knowing that that would put Tarantulas back on his own network. Instead, Klaatu offers up his hand-held computer, which they will format for the entrapping procedure.
Starfire locates Silverbolt combing the perimeter of the Predacon base, looking for a way past the autoguns and inside. Starfire rather naively invites him in, explaining that he's learned that the female he's looking for has been with the Predacons.
While this is going on, Charger, Thundershot, and Caesar set out on a mission of their own: to find and destroy Predacon jamming stations to uncover the location of the Predacon base, where they are sure Blackarachnia has gone. After a little searching, the Predacons still on the ship see a red light flashing on the bridge console as a jamming station goes off-line. Darkwave, on board the Axalon II, is finally able to home in on the Predacons' signal and radio their base directly, taking note of which Maximals are on board. Furious, Epitaph takes command long enough to dispatch Angel and Oblivion to take down the Maximals destroying the stations. Noticing a third Maximal signature on the monitor, he decides to unleash Hardhead as well. Darkecho immediately calls the Maximal patrol to warn them of the incoming triple threat. The three Predacon travelers meet the Maximals halfway between jamming stations, in an unstable field covered in lava. Recognizing the wreckage from the old Predacon base, Darkside, Angel decides she'd rather ignore the Maximals and go treasure-hunting. Hardhead, meanwhile, decides it might be entertaining to break Charger rather than continuing to smash only inanimate objects. Oblivion, in the air, doesn't notice the oncoming Maximal assault, and is damaged by Thundershot. Caesar, on the other hand, has decided to join Angel in digging through the rubbish. When he finds a rubber duck that Angel is certain used to belong to Megatron, the female is upset, and demands the prize immediately. Sensing advantage, Caesar refuses, and keeps the item. When Charger causes a rockslide that pins Hardhead momentarily, the Maximals escape further south, leaving the Predacons behind.
The Predacons at base don't realize their failed mission until they see another jamming station go off-line. They send Starfire, who has the ability to teleport, to home in on the Predacons they dispatched and find out why they were unable to stop the Maximals. Starfire sees the Predacons regrouping themselves to return to base. Angel, meanwhile, is still searching...she wonders if the silver drill-blade sword she found in a pile of wreckage is at all important...
The defeated Predacons regroup themselves to return. When the computer is formatted and ready to go, Blackarachnia and Klaatu are ready to enter Predacon programming for what they hope will be the final time. They walk into the spider-web circuits and cry out for Tarantulas…but find him either silent, or missing. An exploration of the ship's log reveals that a few of the Predacons have been logging onto the system since the Maximals' log-off... Three unauthorized log-ins since they last saw Tarantulas in the system read, Oblivion, Epitaph, and Stalker, any one of whom may have voluntarily downloaded the virus. When Blackarachnia logs off the system demanding immediately to know which Predacon downloaded the virus, Stalker cloaks herself, drawing instant attention and firepower. Upgrade seals off the ship and it takes off, but Stalker has already managed to escape into the jungle. When the Predacons realize she's vanished, they land again: Darkwave, who can track the cloaked Predacon with sonar, is called in to aid. Though Silverbolt is unable to get a fix on her scent, Darkwave, listening carefully, can hear her retreat somewhere in the jungle. Upgrade, who seems concerned about Tarantulas's programming escaping, teams up with the Maximals for now; Silverbolt, Blackarachnia, Darkwave, and Stahldrache all head in Stalker's direction. Tarantulas, now residing in Stalker, promises the stoat that if she goes to ground and finds the tunnel system, she will be safe. However, it's a wild chase for a cloaked Predacon starting to run low on energon. She is certain to be overtaken by the hunting troop, when Epitaph, piloting the Predacon ship itself, decides to join in the fray. All Pit breaks loose when the Maximals on patrol join the fight; Caesar is desperate to destroy Upgrade, but Upgrade is fixating on stopping Epitaph from taking the ship. In an attempt to get his allies to turn against him, Darkecho uses Fracas to make a false recording of Tarantulas's voice and play it over Epitaph's system. This ruse has the unexpected result of confusing Klaatu into believing that the Maximals made a mistake about Stalker. Starfire makes a snap decision, attacking Epitaph from the Predacon bridge and smashing him through the front windshield. Stahldrache has chased Stalker into the tunnel she's found, with Blackarachnia behind him. Stahldrache incapacitates the stoat and leaves her in pieces, but just then the call comes through from Klaatu that Epitaph has been speaking in Tarantulas's voice. Stahldrache leaves Stalker in the tunnel as he and Blackarachnia back out. Epitaph flies out of the ship, and Darkwave moves to attack it, bombarding the ship with energy that causes it to fall apart from the inside out. Epitaph is unable to hold Darkwave off, and he retreats on his own. As the ship begins to fall apart, Optimus and Cheetor arrive to aid the remaining Maximals. Cheetor pulls Pantora out of the wreckage as the Maximals depart. All of the heroes are safe and together again; the Predacons' ship torn apart. However, the bad news for all involved: Stalker's parts cannot be recovered, as Tarantulas's drones will always scramble to recover their true master...