Later that week, in a darkened ally, a Predacon police officer catches up with Absolute Zero. Tripredicus plans to aid the Maximal rebellion, by providing troops or energon as the soldiers need. AZ takes the proposal back to Guardianclaw, and Guardianclaw offers to meet with Tripredicus's agents on nuetral ground. Eventually, he agrees to their offer, but accepts only energon, saying that his own troops mainly do not take kindly to known Predacon interference.
Meanwhile, the Maximals are again ready to attempt protoformation using the Maximal Matrix. Rhinox, Thundercat, Starfire, and Nightglider are all invited to the ceremony. When the new Matrix fluid is unveiled, Starfire notices that its color is a little off. Thundercat inspects a sample, and discovers that the biological specimens in the water are growing too quickly. But before they can stop the ceremony, the new protoforms run rampant: biological zombie drones with a life of their own. The disarmed Maximals fight the drones off while alarms sound, and they wait for security backup. Starfire saves a few Maximal researchers from falling into the protoformation ooze, but several still do, and become zombie drones themselves. Finally, when the area clears, the Maximals decide they need to go back to the drawing board.
Krakken is the first of the Predacons to notice that Angel's behavior is more erratic than usual. He attempts to warn Armageddon, but gets no response. Finally, Medusa notices the change, as well. Though she and the fish never got along well in the past, Medusa expresses concern. Angel confides that, according to Darkwave's suggestion, she is carrying new sparks, but she is having second thoughts about her twin offspring. She finally mentions that she has had several dreams saying that Unicron wants her offspring for his own. Later that week, Angel vanishes, unnoticed.
Magnaboss and Tripredicus have a teleconference—actually, a "real" peace summit attented by drones on either side. The two politcal groups make no real headway on each other, but each particpant agrees to remove its own rogue soliders from across borders.
The Maximal police—the Prowl—find the Maximal rebellion hideout, and the Tripredicus agents secretly guarding the building engage them in a shootout. During the confusion, Guardianclaw and his troops escape, heading for a new hideout Guardianclaw has already scouted near the energon plant runoff, in the same area where Darkwave once hid his own ragtag band. Guardianclaw speaks with Goldbug again, and finally realizes that the little Maximal really WAS once one of Optimus Prime's Autobots. Though in a new body, he retains MOST of his old memories. He mentioned that some of his files were lost in the transfer: probably Shockwave's doing. However, he is surprised to hear that Shockwave is working with Elita One, and, when Guardianclaw lets slip that he is receiving Tripredicus's aid, Goldbug begins to doubt his place in the New Autobot Rebellion.
The Instruments of Destruction, always a group ready for a party, pay a visit to Darkwave's rebellion. They decide to hold an impromptu concert and invite the entire rebellion. Near the end, Darkwave himself brings out his "axe" and joins the band, much to the thrill of the crowd. During Darkwave's autograph session, Medusa works her way to the front of the crowd, and mentions that Angel has disappeared. Darkwave suggests she take Sellsword with her to track the fish, and investigate.
Sellsword trails Angel's scent down into the underground sectors. On the dark street, he is fired on by a lone Predacon operative, who Medusa quickly dispatches. Sellsword loses the scent momentarily, then comes across a dark locked building. The Predacon agents inside attempt to send Angel's would-be rescuers away, telling them she does not want to speak with them. Eventually, Medusa "convinces" them to allow her in. The agents hold Sellsword at gunpoint, and Medusa speaks with Angel, who is in the back room of the dim shack. Eventually, the two share a conversation via telepathy. Angel is afraid that her offspring will not have a good life as rebellion soldiers, and she wants to go home to her Maximal sector. Medusa promises that she will speak with Darkwave about it, and, at Angel's telepathic command, the Revolutionaries turn on the three secret agents, and escape.
Rhinox wants to aid with the protoformation problem, but he is also worried about Rattrap's recent disappearance. He sends his trio of assistants to seek out the roving rat and make sure he is all right. Thundercat finds Guardianclaw's signature first, and checks up on the old friend. After that, the group tracks down Rattrap. The search party loses Rattrap's energy signature somewhere in a mining colony under Cybertron's surface. In speaking with some of the residents, they finally find Rattrap, trying to recruit for the rebellion. He assures them that he is doing fine, and it isn't likely the law will catch up with him any time soon.
On their way out, Thundercat and Nightglider encounter a large Maximal in wolf form who seems to be scouting the perimeter of the colony. He singles out Starfire first, scenting Rattrap on him immediately. Starfire gives him no information, but Dredwulf insists that Rattrap is not worth as much to him as the bear he is searching for. Thundercat tails and annoys the hunter for some time as he continues to search for Guardianclaw, finally trying Dredwulf's patience enough that he fires on Thundercat to make him scatter.
Dredwulf, with the help of the scent he pulled off Thundercat, finally locates Guardianclaw's new hideout. Guardianclaw tries to run, using Absolute Zero as a diversion again, but this time, Dredwulf does not fall for the ruse. He and Guardianclaw engage in brutal combat, and eventually the Maximal police arrive, and separate and arrest the pair.
Darkwave speaks in private with Stormcrow, trying to see if Primus' avenger has knowledge about the Matrix that he does not. Stormcrow tells him of the history of the alien Vok, and the cosmic balance between Primus and Unicron. After the conversation, Darkwave comes to the conclusion that Stormcrow, in order to preserve that cosmic balance, will die after Unicron is defeated.
Medusa and Darkwave have another private conversation. Medusa is concerned that Stormcrow is going to get himself killed, and asks Darkwave if there is anything that she can do to preserve his life. Darkwave explains that there is nothing that can be done to save him in the end, but Medusa refuses to believe him. She confronts Stormcrow, accusing him of hiding the truth about his destiny. The only help that he can offer her is that she must pray for him, every night.