The battle between Shockwave and GuardianClaw is slated to begin at noon, in the largest arena in Beetalion's old sector. GuardianClaw's rebels are escorted to the stands, knowing that, if their champion fails, prison is their next destination. A forcefield is set up around the arena, and anti-cloaking devices resonate their sonic hum through the stands.
Shockwave tells Grimlock to place his magical sword in the arena. He offers it to GuardianClaw as an additional weapon, though he reminds him that the combat is not intended to be to the death. Elita One aldo takes a moment to wish her husband luck, and wish for Guardian's defeat. When the fight begins, Shockwave quickly fires on the Maximal, injuring him. GuardianClaw, however, dives for the sword... and discovers that he proves unworthy to weild it. It sends ripples of pain through his body, and destroys his hand where he touches it. Suffering through the pain, he tries to throw the blade at Shockwave, but does not injure him. Shockwave casually lifts the sword himself, explaining that only a pure-sparked warrior can use the sword, and Guardian has proved himself a coward. The Decepticon defeats his opponent soundly, but calls for aid so that Guardian does not die. When Otternaut and her medical staff arrive, Otternaut saves Guardian's life herself, then declares that her debt to the other Maximal is over.
The rebels on GuardianClaw's side are given the option of declaring loyalty to the Mangaboss or being banished from Cybertron. Many of them declare loyalty to Elita, which is enough for Shockwave. Others, including GuardianClaw, are taken away, sent to an off-planet colony where they can live their lives away from Decepticon rule.
The footage of the battle arrives in Polyhex via Laserbeak, who has already made a neat edit for Darkwave's troops to view. Darkwave addresses the gathered, giving a rousing speech to his allies. As his final statement, he shows the footage of Shockwave's battle, saying that the Maximals are already conquered.
The Predacon rebels assault Tripredicus Tower in a glorious rush at dawn the next day. The snipers on the tower-top are attacked by the giant gun mounted on Darkwave's own tower. Though the guards on the fortified ground position initially have the upper hand, they are shocked when a team of the new rebel recruits merges to form the new Predaking. Nightbird and Stahldrache each take a unit inside, and work on securing the lower levels. Nightbird's female unit travels down, and Stahldrache's unit up, on an elevator that leads to Tripredicus's more sensitive facilities. Stahldrache finds a Predacon reprogramming lab. He orders Hardhead to do what he does best, and smash, but not until he secures some of the chips for his own. Predaking's assault tears a hole in the tower, and Armageddon uses his impressive telekinetic power to hold the structure in place. Miriam finally meets her match in melee combat, but the female unit saves her from destruction.
Meanwhile, units lead by Darkwave, Medusa, Stormcrow, Upgrade, and Oblivion assault the tower from above. They meet with some fierce damage from the sniper forces, and when Darkwave is hit with a venom dart, he topples to the tower roof, doing severe structural damage. Luckily, Fracas is able to pull out the dart, and Stormcrow, dodging bullets, saves Medusa from a similar fall. The ultragun on the roof of the opposite tower blows an entry hole big enough for Darkwave, and the Revolutionaries finish off the tower guards.
Still climbing the inside of the tower, Stahldrache finds a dark hallway filled with holding cells. A single still-living female, traumatized, explains that this area is used as breeding grounds to fill blank Unicronian protoforms. Stahldrache locates a computerized map of the facility, and, when he locates the blank spawn, uses his T2 powers to set the room ablaze. Stormcrow and Medusa find a different facility: Tripredicus's spawn alteration and assimilation room. Stormcrow tracks the evil he feels resonating through the building, and he and Medusa, with Darkwave close behind, are the first to engage the active spawn in their lair.
Tripredicus's agents fight hard, but are no match for the Revoultionaries, especially after Upgrade, and eventually Stahldrache and Hardhead, join the fray. Medusa hypnotizes one of the agents into turning on his own, and the Transmetal II telepath mind-stuns several others before breaking free of her influence. Finally, the agents are defeated, and the inactive spawn in the tower also destroyed. Oblivion, remembering more of his old life every nanoclick, gets the Revolutionaries access to Tripredicus's conference room. They find it empty, save for a recorded message, and a bomb. Working quickly, the Predacons deactivate the explosive, and win the tower.