The Predacons form two teams, one for each of the close-placed Maximal bases. Staying out of scanner range, they approach. Epitaph takes Hardhead and Angel with him, hoping to keep the Maximals at Demon occupied. Oblivion, Stahldrache, Sellsword, and Quickclaw notice that Optimus and Darkwave are taking position outside of the Axalon II base, and they are instructed to wait for the call from the subcommander before proceeding.
Hardhead is telekinetically tossed directly through the front of the Demon bridge, and Epitaph's team engages Pantora, Kalee, Thundercat, and Daybreak in combat. Darkwave's drone Scratch already has his sights on Daybreak, and he receives news of the attack just as Pantora sends a radio to Optimus. Darkwave rushes to aid the Maximals while Optimus, wary of the possible diversionary tactic, scans the nearby forest for Predacons attempting to engage the Axalon. When the call to strike comes out, Stahldrache emerges from the forest, tossing a demolitions charge in Optimus's direction. He manages to catch and deflect the charge, tossing it at Quickclaw who is firing from the cover of the trees. He sends an alert to the inside of the base, and the shields go up, with Klatuu and Waspinator being first to respond to the outside call. Charger, meanwhile, runs to the lab room, where a hole is still punched in the hull. He causes a rainstorm outside to confuse the attackers, but does not want to risk attacking through the base's shields. He goes to alert the rest of the base, heading down the hall to where Searchlight has been hiding.
Back on the Demon bridge, Epitaph makes short work of Daybreak, and Angel cuts down Pantora, turning her attention to Kalee. Hardhead is largely more interested in causing collateral damage than injuring Maximals that hit back, but Epitaph is finding Thundercat to be a serious challenge. As the subcommander steps away from the combat to utilize his Transmetal II healing, Beetalion emerges from his personal quarters below the bridge. With Dinobot's Sword in hand, he cuts Epitaph down easily. Hardhead turns a console over on the Maximals attacking the subcommander, but at this moment, Darkwave joins the fight. The heavily armored turtle finds the Super class 'bot to be an even match in combat, and Angel disengages, giving him the signal to retreat. Thundercat grabs the downed Epitaph's staff, and shatters it, causing an explosion to open a hole in the floor. The staff is destroyed, but the battered Predacons manage to escape.
The action is just heating up outside of the Axalon II, where Waspinator hits the forest to discover the Predacon lurking in the trees. He finds his borrowed flamethrower to be somewhat rough to aim in a rainstorm, and loses sight of his target. However, when Quickclaw engages Waspinator from behind, he only dents the ex-Predacon, and the two exchange firepower until Waspinator, minus only one arm, is the victor.
Stahldrache grabs onto the Axalon elevator and pulls himself inside the ship, stopping only to send the mechanism back down for Sellsword, who is absorbing firepower from Optimus outside. Stahldrache throws a charge onto the bridge console before heading back into the hallway, and meeting up with Blackarachnia. She attempts to hold him back telekinetically, but he pushes through with his superior strength just as the lights go out all over Axalon. Searchlight enters the fight along with Charger, and he refuses to do so in anything less than pure darkness. However, the cramped hallways make it difficult for the Maximals to do more than dent the attacking Predacon, and Sellsword manages to sneak by the rising combat and head for the brig below. He sees Stalker in the cell on the side, but he'll have to face Miriam to get her out. He doesn't engage the Maximal, but opens the cell as he takes some heavy hits from behind and races out to the exit again. As Oblivion has lowered the ship's shields from his position outside, Stahldrache only needs to get over to the hole in the ship's hull to make a quick exit. He knows he will have to move fast, as Optimus is now inside of the ship. However, the lab with the hole has an item inside too good to pass up: the Transmetal II driver. He grabs it, attempting to make an escape, but is spotted by the Maximals. Blackarachnia attempts to grab the device with telekinesis, and causes a backlash that surges through the room, surrounding the nearby Charger in a Transmetal II glow. Stahldrache and the other Predacons escape in the resulting confusion, and Charger wakes up to a very interesting surprise: a Transmetal II body.