The Maximals redevous at the Citadel, then make a stop at Vector Sigma...some of them for the first time. Kitfox is overwhelmed by flashbacks, and realizes that his Autobot unit in his previous life used to defend this computer. He asks Vector Sigma to bring up his old data files...and discovers that he was killed by Shockwave. Elita One is alarmed, and tells Kitfox not to do anything irrational. Meanwhile, Starfire scours the databases for any off-limits star maps...but, since Vector Sigma's information is largely outdated, he comes up empty.
Kitfox asks for the coordinates of the long underground shaft where his Autobot life ended. The Maximals then trek to that area, not far from Vector Sigma itself. Deep underground, Kitfox discovers the place where his former life as the Autobot Kickjack came to a crashing end. Leaving that area behind, the Maximals travel down a different tunnel, and come across an ancient, Golden Age city. Rattrap, who has taken over leading the tunnel-running group, orders the others not to tell Shockwave or Elita about what they have found. They locate a library filled with ancient disks, but, as there is no power to the building, they are unable to read them.
Darkwave's next conference is with Oblivion and Upgrade. Oblivion has used Tripredicus's computer to restore some of his own memories, and, suddenly, he knows a good deal about the inner workings of Tripredicus and of Unicron himself. He tells Darkwave that the main remaining components of Unicron are floating among space junk. One of them, a section of the torso, produces the spawn that Tripredicus rules over. Another portion, the head, is still intact, and presumably reactivated by Tripredicus. After Oblivion mentions that Tripredicus may be able to salvage eyes for the blind god by using the remains of Trypticon, buried several sectors under Predacon territory, Darkwave orders a unit to trek to the dinosaur and destroy its transformation cog and optical units.
The Maximals have one last mess to clean up: the transorganic creatures let loose by Rattrap's "fail-safe" switch. They split in to two groups in the underground: Thundercat, Nightglider, and Otternaut taking the river route the explorers had found before. Thundercat dispatches the many-eyed monsters lurking in the underground pool. They arrive in the dark tunnels somewhat before the others, and encounter a giant, partially metal bird. They kill the creature, shocked to discover that, as a partially living being, it bleeds onto the floor of the cavern. Kitfox, Starfire, Waspinator, and Rattrap meet up with the others in the tunnel, and venture beyond the cave-in where they encounter a group of giant metal, mutant gorillas. Starfire destroys both the smaller monsters, and Thundercat and Kitfox take out the larger. Starfire's habit of firing guns into melee backfires on Kitfox slightly, and the two engage in a violent argument that results in Kitfox's injury. Deeper in the tunnels, the Maximals pool all their combat resources to destroy a family of mutant lizards. When Waspinator is injured (as is par), Otternaut and Nightglider pull him to safety. Thundercat manages to confuse two of the creatures into attacking each other, and Rattrap, armed with his usual array of explosive charges, collapses the tunnel with the other creatures still pinned inside.
The Maximals return to the Citadel and give their report. When Elita asks if they found anything of note, Otternaut assumes her orders supplant Rattrap's, and mentions the Golden Age city, much to the irritation of Rattrap and Starfire. Elita says she will send Scanner and a team of agents to check the area out. She also mentions that Shockwave has an interest in speaking with Kitfox.
Shockwave refreshes Kitfox's memory about the reason for his Autobot counterpart's demise: he interrupted an important meeting of Decepticon generals, headed by Shockwave, who still holds a slight grudge. Seeing that Kitfox's new light, flight-enabled body makes an excellent lure, Shockwave charges the fox with the task of finding and capturing the spark of Starscream, which is suspected to be en route to Unicron's head. He also gives Kitfox a device capable of capturing and destroying the immortal spark.
In the underground city, the Maximal agents discover that the Golden Age library is mostly light fiction and old, non-violent tech. They offer to release the information to the public, and restore the area, much to the relief of the Maximal explorers. Kitfox takes the box that Shockwave has given him, and asks Rhinox to fit it with a timer so the spark won't instantly detonate. Knowing the nature of the spark in question, Rhinox offers to set the box so that it will take several days to explode. He mentions that he himself does not want to be in danger, as he plans on coming on the mission.
Maximals and Predacons have a meeting on Shockwave's home satellite. Shockwave and Darkwave discuss minor, mundane treaty matters, then move on to the topic of the destruction of Unicron. As there are two targets, there will be two teams. Stormcrow, who has restored his Maximal activation code, insists that destroying the offspring produced in the torso is his first priority. He offers to join Elita and her Maximals on that endeavor: the Autobot will be coming on the journey, but her husband will not. Darkwave and his Predacons, meanwhile, will attack Tripredicus themselves, at Unicron's head. When Shockwave suggests that Kitfox accompany them, Darkwave is suspicious, and asks the fox about the nature of his special mission.
Stormcrow is beginning to have second thoughts about the upcoming inevitability of his demise, and expresses to Medusa the possibility of leaving the project altogether. Medusa, whose prayers have changed in color from simply "please spare my husband," to "take me instead if you must," does not believe for a moment that he will back down. Stormcrow, Otternaut, and Starfire have a religious discussion, and Stormcrow explains once more the nature of his mission and the cosmic balance. Darkwave interrupts slightly, showing Stormcrow the Starscream Bomb. He suggests that, since Stormcrow is guaranteed to die in the battle ahead, the Primus-born should meet up with the Predacons at Unicron's head after his work in the torso section is done, and detonate the immortal spark himself.