In the Vok Nexus, a place beyond matter and time, someone awakens. His objective: to destroy the corrupting influence on one of the Vok's devices. He awakens, and is sent back to the planet, his new mission underway.
As the Predacons retreat from the Vok device, moments after its sudden eruption, they discover that Stalker, their leader on the expedition, is no longer among them. Stahldrache, furious with her disappearance, attempts to send a barely conscious Sellsword out to track her, but the Predacons come up blank. They make their way back to base, minus the Transmetal II driver. The Maximals also return home, and report their findings to the others. They discuss their current loss, and Cheetor, interested in learning more about the aliens and their devices, takes Blackarachnia aside to conference. Silverbolt is suspicious, and he, despite reservations, enlists Darkwave to listen in on their conversation. Darkwave very calmly reports that the pair is talking about the aliens, and the information is already known to Silverbolt. But he notes to himself that Cheetor admits to "lying" about something...
The Predacons receive a stern talking-to from their commander at what he assumes to be a failed mission. Just then, Upgrade receives a call from Tarantulas, who has been working on the driver in his underground lair. He complains that he cannot modify the driver at present; it's "defective," and not likely to work properly. Knowing his propensity for a straight-faced lie, Upgrade insists that he bring the driver in for a test run. Tarantulas finally complies, but warns Upgrade that the device is unlikely to work.
The Maximals begin to experience strange energy readings from a far-off island. Cheetor, just out of conference with Blackarachnia, determines that the energy is radiating from the island device that Optimus encountered earlier. He makes a snap desicion, ordering Optimus not to approach the device a second time. Optimus is known by the aliens, and they may attempt to harm him. Cheetor instead gathers a party of his own, taking Daybreak, Darkwave, Klatuu, and Charger with him to the island device.
Tarantulas arrives at the Predacon ship, and presents the defective driver to Upgrade. The device seems perfectly fine to the commander, who attaches it to his already-viable Transmetallization chamber. Looking around for a ready gineau pig, he enlists Starfire, whom he considers to be the most expendable of the current troops. The device seems to activate as normal, but it backfires, leaving Starfire a mess and destroying the Transmetallization device. Tarantulas gloats at the commander, Krakken watches in morbid interest, and the other Predacons gape as Starfire, helpless and hysterical, is sent off for repairs. The Predacons then notice that while they have been experimenting, strange energy readings have been emanating from the Vok island. They know nothing about the place, and send a team to check it out.
Meanwhile, within the device itself, the new Vok creation awakens with his mission. The towers and buildings around him read signs of life, and the device's main tower is radiating with energy. The emissary enters the main control tower, and climbs to the summit, to confront the device's controller one-on-one. He is surprised to find out that the controller is not just a device, but animate...
The Maximals arrive first, and scan the area. The device itself, once inactive, has sprung to life, glowing beams of energy along the outside. Klatuu attempts to touch the energy wall, and is jolted. Pondering over how to get inside the compound, Klatuu determines that a shot of cybervenom might do the trick.
None of the gathered Maximals have the prerequisite, but Stahldrache, accompanied by Epitaph, Blackout, and Hardhead, is just climbing ashore. Surprisingly, the aimed faces on the island become weapons at the Predacon intrusion, opening fire on the reptilian band. The Predacons discover that the island ceases fire when they change to robot mode. However, they are stopped halfway to the energy source by Cheetor, who explains the situation to them, and asks somewhat grudgingly if they would like to temporarily team up. The Predacons agree, though Stahldrache forces Cheetor inside first.
Back at the Predacon base, Starfire is repaired, and itching to experiment with Transmetal II power. His mental circuits more than a little fried, he first decides he needs to get revenge on Angel for spurning his affections earlier. He raids her room, stealing a few of her more precious Megatron souvenirs, including a data disk from his last trial, and the important-looking drill-bladed sword. He tears apart a security panel before he teleports out of the base.
Elsewhere, the two teams survey the Vok device, finding it to be made up of several different buildings. One in particular catches Epitaph's eye; he attempts to enter, but discovers he can only do so in beast mode. Cheetor notes that three tower-like buildings are used as batteries for the larger tower at the north end of the complex. Suddenly, the energy buildup around the large tower ceases. Klatuu, following Epitaph, jolts himself again on the security device outside of the building...in both modes. Stahldrache, on the other hand, has no difficulty entering; Blackout discovers that he cannot. Inside the building, a trap has been sprung. When opened, it is discovered to contain the trashed remains of a Cybertronian infiltrator. Epitaph discovers the remains to be salvageable, and sets to work programming the unconscious Maximal into a Predacon. The new Predacon is a dinosaur, and Epitaph explains the premise of the device; it treats those it recognizes as reptiles differently from those which are not. Cheetor uses his healing powers on Klatuu, and the rest of the Maximals enter the tall tower. For now, its security systems appear to have quieted. Only flyers can reach its uppermost levels; Blackout follows, and the group is stunned to see a strange Maximal—Thundercat—locked in battle with none other than the Predacons' original commander, Swiftsting. After having his mind erased by Bombshell, Swiftsting stumbled upon and accidentally activated the Vok device, and had since corrupted it by overloading it with energy. Thundercat, the new combined form of Thundershot and Caesar, was sent by the Vok in order to destroy the Predacon's corruptive influence. Thundercat dispatches his target, but Blackout rushes to salvage his commander until Swiftsting's healing powers can kick in. Meanwhile, Thundercat repairs the error on the device, then warns the other Maximals to leave as soon as they can. All of the Cybertronians retreat from the device just in time to watch it explode into space. Both sides having taken injury, they retreat to their respective bases. Upgrade is considerably happy to see Swiftsting back, but tells the other troops it will take some time before his memory is restored enough to put him back in charge. The new Predacon is introduced as Quickclaw, and put under Epitaph's command.
Meanwhile, on a mountaintop far away, Starfire is contemplating his purloined artifacts. The sword intrigues him, as the mechanism which causes the blades to turn seems to be malfunctioning. When the Maximals return to base, Darkwave, who is uninjured, decides to go and check on his scanning device near the Ark. He asks Daybreak to accompany him. It is not long before the pair pick up the Predacon signature in their scanning range, but Darkwave, not about to be distracted from what he hoped would be a pleasant rendezvous, decides to ask Thundercat to take care of the situation. Thundercat homes in on Starfire's signal, but engages him in conversation rather than combat. He tells Starfire a few interesting stories about his experience with the Vok, and Starfire, in a calmer-than-usual mood, inquires about his contacts in the Maximals. When Daybreak, finishing her checkup on the scanners, notes that the Predacon signature is still moving towards the Maximal base, she and Darkwave decide that Thundercat has not been doing his job. They meet up with the Maximal/Predacon pair, but not before Thundercat has already placed a call to Optimus, certain that if the commander takes another go at speaking with Starfire, they can convert the Predacon over to the Maximal side. However, the first thing that Optimus notices about Starfire is the blade strapped to his back. As Optimus touches the blade, the rotators spring to life. He declares that the sword belonged to Dinobot, and was used in his last fight to save humanity. Optimus insists that the artifact be taken in memorium back to Cybertron, and explains that the blades will only spin for those whom the sword chooses. The sword spins for both Thundercat and Optimus, but does nothing for Starfire, and Darkwave steps back, refusing to hold it at all. After some deliberation, a bargain is struck. Starfire calls Angel back at the Predacon base, and she is perfectly happy to give the sword up in exchange for the yellow duck she saw Caesar steal from the Darkside ruins: a prize now in Thundercat's hands.