While Elita One gathers her troops as well, the Maximals are invited to stay aboard Shockwave's satellite. Stormcrow and Medusa, Predacons no longer, accept the offer, but Thundercat has some work left to do on Cybertron. He contacts Beetalion, telling him of the mission, and offers him a chance to help defeat Unicron. Beetalion is more than willing to offer aid, and he brings his first guard, Black Flag, as well.
When Medusa retires on board the space station, she meets someone she never thought she would see: her mother-in-law. Blackarachnia, or, a vision of her, has been sent by Primus to offer those who would combat Unicron some important advice. Blackarachnia tells Medusa about the infant spawn and the layout of their home crysalis. She also informs her that Tripredicus' battle fleet is positioned near Unicron's head. On a more personal issue, she asks Medusa to take care of Stormcrow, and, if she would do his mother a favor, to please bear a spark before the boy passes on. Silverbolt appears as well, from where he has been giving Stormcrow a "pep talk" in the other room. Stormcrow's expression is plain: he fears only one force in the universe more than Unicron, and that is his father.
When Medusa and Stormcrow awaken, they tell Elita One and Shockwave about their shared dream. Elita is already set on attending the battle, though Shockwave will stay behind. Shortly thereafter, General Grimlock and his aide arrive, and, following them, the Predacon forces. Otternaut, Waspinator, Grimlock, and Hardhead form a circle around Thundercat, and Thundercat passes out goodies while the more childlike Cybertrons listen to stories. Rhinox, who arrived with Grimlock, is, needless to say, taken unaware by the famous general's true personality: the Maximal rumored to be Cybertron's greatest tactical genius still acts like a child given heavy weapons. Medusa speaks with Elita One, and Elita asks her senior repair specialists to remove Medusa's fertility block.
The two forces part ways. The Predacons, heading to meet up with Tripredicus' forces, have their first planned encounter when their ship's computer reports a malfunction. Armageddon, showing characterisitc laziness, ignores the problem, but Darkwave demands an assessment. When scanners show an unauthorized hack in the onboard computer, Darkwave immediately suspects Starscream.
Darkwave tells his troops to tread lightly, but the immortal spark does not show himself right away. Kitfox, meanwhile, is more than vocal about his role in the plan, giving Starscream a clear view of the box intended to be his prison. Starscream boasts, from his current spot in the pilot's console, that he is not going to fall for such a ruse. Darkwave radios Stahldrache's ship; both Predacons are adept at trying to coax Starscream out of the console, returning to Shockwave's original plan to get Starscream to attempt to possess Kitfox's body. However, when an ill-planned "demonstration" goes off poorly, Starscream is suspicious, and refuses to budge. Darkwave places a call to his base on Cybertron, and orders for a protoform to be delivered as a new body that will suit Starscream better.
The Maximal forces, meanwhile, blast their way through a large field of Unicron's debris to arrive at the still-functional torso. Elita One orders them to keep their ships away from the obvious landing point, so, Grimlock, not daunted by obstacles, crashes his ship through the side and makes a brand new entrance. The compound is dim and eerie, but Thundercat's spark power lights the way in the ruined halls. As the Maximals get closer to the core, Stormcrow finds himself almost unable to continue. Even Thundercat and Elita One have pounding headaches, as Unicron's power forces Primus's children back. Finally, the Maximals reach the center of the complex, where they come upon the spawn crysalis. The spawn in the semi-organic pods are inactive, still sleeping, but one of the pods as already opened...
The lone, veangeful creature, Unicron's youngest son, attacks the distracted Stormcrow with his bare hands. Reacting quickly, Medusa injects the monster with her most powerful poison. When the other Maximals begin destroying the unopened pods, they start to tear open, and the spawn inside, some still half-formed, awaken. Grimlock and Beetalion kill a few with their magical swords; Black Flag is even more adept a killer, but his sword soon melts from the contact with the acidic sparks. Stormcrow and Unicron's Herald engage in combat; both wounded, it is not Stormcrow's blade, but the continued flow of poison in the spawn's system that kills the evil creature. Nightglider and Rhinox open up with machine guns and chainguns, until Rhinox's neverending supply of bullets finally runs dry. Otternaut and Waspinator even manage a good offensive, and Elita One proves that she is still an excellent shot with a standard fusion pistol. When one of the creatures wounds Grimlock, who has been attacking in robot mode, Grimlock switches to his more comfortable beast mode and rips him apart with bare hands and teeth. Thundercat, using a powerful weapon he has just discovered within his spark, destroys one of the spawn, then he and Stormcrow combine their energies to vanquish the last.
The Maximals are tired from their efforts, but there is still the matter of destroying the compound so it cannot produce spawn again. Grimlock uses his flame thrower to clean the corrosive material off his teeth; Stormcrow is forced to sever his blackened hands. Thundercat then concentrates his energies on the purple light above the spawns' pods. He destroys it, but the facility still has power. Otternaut locates the main generator, and she and the other repair experts cross its wires to cause it to overload. The Maximals make a mad dash out of the crysalis, and it explodes into fireworks in outer space.
While the Predacons slow speed waiting for Starscream's new body to arrive, they have another encounter: with Tripredicus' fleet. Tripredicus outnumbers them heavily, but the spawn offer Darkwave a deal: combat and defeat their "champion," and Darkwave will own the Predacons outright. Darkwave will not accept the terms on word alone, so Tripredicus reveals himself… all three of the spawn, in one combined form. Three bodies, sharing one spark, and Darkwave will have to fight Unicron's eldest son on his terms before he can defeat the god himself.