When Silverbolt awakens from his venom-induced stupor, it is to Stalker leaning into his face, Tarantulas nearby. The pair taunt the Maximal over the body of Blackarachnia, who is dead at his side. Silverbolt is depressed, but resolute, determined in exacting his revenge. Tarantulas attempts to convince Silverbolt to work in Unicron's name; as a reward, the priestesses will bring Blackarachnia to life again. Silverbolt refuses to aid the dark forces, and Tarantulas asks Stalker to cut open his spark. However, they are stunned by the purity of his resolve: the sparklight blinds the pair, and Silverbolt blasts another burst of energy that knocks Tarantulas to the ground. Weary, Silverbolt pleads with Stalker. Though he realizes she may be in love with Tarantulas, Silverbolt tells her Unicron's spawn cannot return her love. If she sets Silverbolt free and aids him to defeat the spawn, she will be free of Tarantulas's control. Stalker, however, refuses to listen, and stabs Silverbolt through the spark.
The Predacons, in two teams, rush the Maximal border. Stahldrache's team meets head-on resistance near Thundercat's energon refinery. They break through the line of soldiers with minimal damage, though they lose one of their ammo-stocked cargo trucks. They then blow up the plant's waste runoff, causing chaos that draws a lot of Maximal firepower as they rush into the heart of the territory. Darkwave's unit is not distracted by the ploy, however, and meets up with Swiftsting's team instead, as they arch toward Prime Sector from the north. The combat is mid-air, and fierce. Darkwave launches several of his allies to Swiftsting's beast mode back, where they do battle with Krakken while the giant attempts to throw them. Krakken manages to destroy Miriam's blade again, but the Maximals get the upper hand and throw the lobster into unconciousness. However, when Swiftsting begins to sting at the collected Maximals, they start to lose their grip under the influence of his venom, and drop. Meanwhile, Tusk sets Chill on the roof of a skyscraper so he can transform into robot mode. When Angel pursues, it is a shot from Chill's ice blaster which sends her out of the sky. The Maximals, however, begin to run into trouble when Thundercat's sonic weapon surges wildly not once, but twice. He inflicts heavy damage on the Predacons, but also on his own allies. GuardianWing is damaged, and retreats to repair himself, and Upgrade uses his favorite last resort technique: an energon charge. He throws it in the direction of Optimus, who is covering an injured Chill. Chill takes the full brunt of the blast, however, and is completely destroyed. When Darkwave is hit by a wild burst and knocked unconscious, the Maximals are forced to regroup. Swiftsting and Upgrade are without allies, but continue nevertheless.
Stalker receives a call from her commander stating that they are out of combat and heading for Prime Sector. He gives her the coordinates where she can join with the commander before the assault. When she meets up with him, she is surprised to discover that Mindrazor has followed her, as well. The cultist and the commander share a telepathic exchange, and the only words uttered when Upgrade requires explanation are "help as promised."
Stahldrache meets up with the commander and his invisible ally outside of the council citadel. Medusa snipes the two door guards with her cybervenom. Then, the Predacons enter the building, and do combat with the Super Class guards inside the citadel. They defeat their opponents, but the worst is yet to come...