Starfire, who is unsure which alliance he will ultimately choose, holds a personal conference with Optimus Primal. As Optimus makes no illusions about his Maximal troops, only explaining upfront to Starfire that he believes a Maximal alliance is a better choice for him, Starfire regretfully explains that he will be following the programming on his shell and returning to the Predacon side of the conflict. Optimus understands his reservations, allowing him to leave rather than forcing him to stay. The next day, Optimus, Blackarachnia, and Darkwave work on assembling Darkwave's new device. While Darkwave is away, he sends his cloaked drone, Scratch, to keep an eye on the Maximal pilot Daybreak, who has begun to pique his personal interest. While these Maximals are offbase, the Predacons continue to scheme. Stahldrache approaches Upgrade, insisting that he knows he can manipulate Tarantulas better if he enlists the help of Epitaph. Upgrade, disliking the idea that his lieutenant may betray him for the other former subcommander behind his back, installs a recording device on him just to be safe. However, before Epitaph can emerge from repairs, Tarantulas informs the Predacons that Optimus's departure from base gives the Predacons an opportunity to secure a Transmetal II driver with minimal risk. Stalker, Sellsword, Stahldrache, and Blackout form the team that will be heading in the direction of the Vok device, using the tunnels which they believe to be a safer route. Before they are able to set on their way, they are interrupted by the arrival of Starfire, returning from his brief interlude with the Maximals. Stahldrache is more than annoyed to see him suddenly back, and orders him to report to the commander. Starfire heads back to the downed Silence, and is berated by Upgrade for his inexplicable disappearance and general "Maximal" behavior. He is then ordered to work on the ship repairs with Angel and Hardhead. Starfire makes a few awkward passes at the angelfish, but she is extremely unreceptive.
Scanners on the Maximal Axalon II base detect the possible Predacon movement, and Klaatu and Thundershot are set to watch. When Klaatu makes the connection between the Predacons' intended vector and his own recollections of the Vok devices used during the Beast Wars, he determines that the Predacons are headed in the direction of the Vok "Planetbuster," the device that was used as an activation console for the alien weapon in the second moon. Cheetor orders Klaatu, Thundershot, Caesar, and Kalee to investigate the situation and keep the Predacons away from the dangerous device.
The Maximals cut the Predacons off at the pass, and arrive in the middle of a vast desert wasteland. Caesar scans below ground, discovering something artificial buried in the sand. When the Predacons emerge from the long tunnel, Sellsword reports that he's detected Maximal signatures. Stahldrache sends a cloaked Stalker to scout ahead and report…she explains that she sees two Maximals and the single Warder digging toward the device: she misses seeing Thundershot, who is flying at an altitude and blending in with the clear sky. When Stahldrache hears that the Maximals are beginning to dig, he launches an immediate attack. The Predacons rush the Maximals, who are without the benefit of an alliance scanner and are caught unaware. Blackout launches missiles from above to pick off the Maximals one by one, and knocks Caesar right into the hole he had just been digging. However, when Thundershot begins to rain eyelasers into the fray, Blackout switches targets, attempting to best his some-time friend at hand-to-hand. Kalee is a poor long-range shot with her very heavy energy weapon, but blasts Sellsword apart when he takes the risk of getting into melee range. However, Stahldrache and Stalker make short work of the little female, and begin digging a hole of their own. Thundershot deals a sound blow to Blackout, and, seeing the Maximals in trouble below, radios the still-afield Optimus for backup. Blackout overhears, and shines a retreat flare for the other Preds... However, Stalker has already gotten access to the trap door in the device. She quickly delves below, and pulls the jeweled sphere from the device as before, then exits as swiftly as she came. The Predacons fall back into the tunnels just as the Maximal backup arrives on the scene.
Optimus recognizes the area, but was unaware that the device which caused his demise many years ago might still have a use. Darkwave suggests that the Maximals explore the device on their own to devise its new purpose. Fracas digs below a fourth bent column, and discovers the same thing the Predacons did: a strange sphere floating in a beam of light. He takes it and presents it to his boss…but two devices stolen in one day is more stress than the Vok machine can handle. Alarms sound on the perimeter of the device, and two beams of light shoot from opposite sides of the circle. The beams entrap Thundershot and Caesar, who are the closest obstacles in their path, and blow them into the stratosphere, never to be seen again.