The Maximals have a lot of organizing to accomplish after the Predacon attack, and none of it will be easy. When Charger discovers he no longer is part of the animal culture he was born into, he panics, leaving the Maximal ship. Optimus, meanwhile, confronts Cheetor about his deal with Tripredicus. Cheetor explains that he knew the group had origins besides Predacons, and that he witnessed firsthand a Vok alien. Optimus, angry at the coverup, removes Cheetor from command, which places Daybreak in charge of Axalon II.
The unknowing commander is still resting in the R Bath on Demon. She is awakened by Darkwave, who has an interest in watching the sunrise. Realizing that the missions he's been suggesting to her lately are becoming his excuse to spend time with her, she explains to him that she thinks the relationship would be awkward. Dismayed, he nevertheless presents her with a gift: a recording of birdsongs that he has mixed together with the help of Fracas. He then brings up the events of the night before, explaining that Cheetor's involvement with Tripredicus has caused Optimus to remove him from command. Surprised to be suddenly in charge, Daybreak rushes to Axalon II.
The Predacons, meanwhile, have nearly finished repairs. They need only to refuel their ship, and, with working Transmetal II Driver in hand, they will return home. Tarantulas offers to provide energon from his personal reserves, and the science-minded Predacons get to work refining the fuel. Starfire, having nothing better to do with himself, asks if he can go scouting. He is instructed that he will be contacted when the ship is ready for takeoff, and that he is not to contact the Maximals.
Optimus, after his conversation with Cheetor, takes Thundercat aside. He asks Thundercat if there is anything he can remember about the Vok aliens. Thundercat can recall the appearance of their true form, but little else. When Optimus inquires as to anything else Thundercat may know, Thundercat finally mentions some of the information that he learned from the Predacon lieutenant, Blackout, telling Optimus the story of the Predacon Revolutionaries. After learning this knowledge, Optimus is approached again, this time by Charger, who has returned from his midnight walk. Charger introduces himself as a Transmetal II, ready once again to serve the Maximals. He volunteers also his considerable repair skill: a preprogrammed ability which had been reactivated in his previously damaged circuits after the Transmetal II jolt.
Optimus believes he can take a moment off, but he is now approached by Daybreak, who asks him for the exact information regarding what happened with Cheetor. After this, he is approached by Miriam, who asks if she can be reinstated in the official Maximal crew. Regarding her current misconduct with some question, Optimus responds that she should defer her questions to Maximal higher-ups once they return to Cybertron. By the time the long day is over, Optimus is particularly unreceptive to continuing visitation. Later that evening, Blackarachnia returns to base, a somewhat reconciled Silverbolt in tow.
Sellsword approaches Stalker while she and Tarantulas are refining energon. He reminds her she never thanked him for the rescue, but she spurns him. Tarantulas informs Sellsword that he and Stalker are in love, and the other mercenary has no place in their relationship. After Sellsword sulks away, Stalker speaks again with Tarantulas. She tells him that while she's learned a lot from their slowly merging programming, there are still a few pieces of information that would help her fit her existence in place. Tarantulas is surprised that Stalker knows as much as she does, as filtering knowledge into her programming was not his intention. He refuses to willingly teach her any more, fearing that the inundation of knowledge will soon drive her as mad as he is. However, she claims that her love for him is real, and, reluctantly, he merges their programming, teaching her the secrets of the both Pit and the Vok aliens.
Starfire is flying over the arctic, an area where his beast modes may not be comfortable, but where history tells him his ancestor Skyfire fell from space years ago. Though the wreckage is already buried, he feels a calling from the past. When the radio transmission from Swiftsting orders him to return to base, he does so via a route that takes him "accidentally" over Maximal territory. He flies over Demon, where Beetalion is in command. After being ordered to identify himself, he makes a comment insulting the commander's echoing speech (a trait he inherited from Insecticon ancestry he is no longer proud of). Beetalion shoots him from the sky without compunction, and he is left in pieces around the perimeter of the ship. The Predacons, seeing their compatriot's signal suddenly go off-line, decide to leave him behind. Charger later recovers the pieces, and, Maximal that he is, decides to reconstruct Starfire again. He and Blackarachnia undertake the task, and call in Beetalion to help them deal with the Predacon. Beetalion threatens Starfire, saying that calling him a Predacon is an insult to his race, and demands that he be reprogrammed as a Maximal. Blackarachnia knows that his Predacon chip can be removed, but the procedure is difficult.
Miram talks with Beetalion; seeing him as a match for her in swordplay, she spars with him. Though more evenly matched with him than her former opponents, she still defeats him. The Predacons now gone, the Maximals finish their tasks. They use Klatuu's EMP to rid the remaining tunnels of spider drones, then Thundercat's sonic weapon to collapse them. At last, they leave Earth, sad to see the blue planet fade in the distance.
Darkwave spends the first part of the trip home working on a chip to repair Starfire's programming. While he is working, he adds an extra directive the other Maximals don't know about: a loyalty clause so that Starfire has no choice but to obey his wishes. After the chip is completed, the Maximals prep Starfire for the operation. Though his circuits are badly damaged, the Maximals locate the Predacon chip, and Darkwave enters cyberspace to remove it. The chip is easily removed, and Darkwave's new programming implemented.