In the greenhouse, the Maximal heroes take inventory of the situation. Whiplash, broken of body and spark, is still active, and surrenders. Knowing he can't survive much longer, Darkecho and Stampede develop a plan to refit him into a new body, one with better programming.
Behind the wall, the battle goes on. Pantora and Ravvok have no difficulty dispatching their favorite targets...until the lights go out. Ravvok can still see, marginally, but Pantora is blinded. She is aided by a silent figure with a machine gun: Lucifus, who has been instructed to help. Still cloaked, he enters the main room. While the Maximals here are picking Predacon pieces out of the trees, he makes his presence known, introducing himself to Rhinox. Given his sudden appearance, the others don't trust him, and Stampede puts him under advanced tracking surveillance.
After disarming their two prisoners and placing them in a storage room under guard, the Maximals begin their new project. They are aided by Eldred, who remembers the secret of Autobot building.
Bored and wandering, Thundershot happens upon Snitch, who has recently been strangely quiet and cooperative. Thundershot overhears a conversation over the fly's radio: a Predacon commander has instructed him to find a way to capture the Autobot. Thundershot reports his secret to the others. Moments later, Ravvok's eyelasers plaster the fly to the wall, and he's thrown into custody with the other Predacons to be dealt with later.
Meanwhile, Rhinox, Eldred, Darkecho, and Mantisoar are building an Autobot frame when Rhinox has a sudden and painful headache. Lucifus is using his telepathic probe to get information from the rhino. Some of what he wants is encoded, and it doesn't take too long for Rhinox to figure out what is going on. He identifies the telepathic energy as coming from one of Unicron's spawn: a fact not even Lucifus knew about himself until the heroes lock onto his position and destroy him utterly for his attempts.
(Thanks owed to Brent, "Stampede," for naming this episode.)