Tarantulas knows that the Predacons will be coming now that he's turned his sister in, and knows his life is in danger as well. He grills Stalker on the situation, asking her if she knows of anywhere she would be able to go where they could hide out and wait for the battle to end. Her homebase is a few sectors south, and has been long-ignored; she says they can go there. Tarantulas agrees, but something stops him suddenly. He realizes that Stalker is still helping him, but he has become genuinely concerned about her well-being. He demands to know if she has used a Transmetal II effect on him to "addict" him to her presence. She promises she has not, but has also been aware of the change in Tarantulas's behavior, which began to occur only after he was blasted with light from Silverbolt's spark. Splitarachnus, outside the door, hears the latter half of this conversation, along with Tarantulas's hasty exit. He follows them through the "back way" out of the complex, and mentions only in passing to a fellow Black Sentry that there may be a coming attack.
Rhinox accesses GuardianWing's databanks, and reinitializes some of his forgotten memories. The fuzor suddenly remembers that he was a soldier in several Maximal off-planet conflicts, including a battle where Warders, in trouble for illegally protoforming their own kind, were being wiped out. Meanwhile, in the greenhouse, Rattrap meets Evalina, and catches up with Waspinator. Though Evalina knows that the Maximals are attacking the group that killed her creator, she dislikes conflict and is not willing to participate in a military mission. Waspinator concurs, as he plans never to fight a battle again. Rhinox, however, plans to join the attack.
Tusk encounters Miriam at the Predacon border, and is shocked to see her approaching him with sword drawn. As a prank begun by Armageddon, Tusk was simply told to wait at the border, but Miriam was told he was planning to defect and should be stopped. The two enter combat without telling one another of their respective orders, and the battle ends with Tusk unconscious, damage done on both sides.
When the Maximals arrive at the military base, GuardianWing notices that his arm has begun to hurt. Rhinox pinpoints the source of the pain to a contact poison: the hand he killed the Green Daughter with made direct contact with the ichor left behind from her dead spark, and the liquid is deadly to a Maximal system. GuardianWing's arm is removed and replaced. Rhinox tells the Maximal troops in a briefing that this poison is the same toxin that left him ill for nearly a decacycle, and it is imperative that they not attempt to kill a Unicron Spawn or one of the spawn-cloned Daughters with their bare hands.
Swiftsting calls his troops, and finds that subcommander Stahldrache is already on his way to the Daughters' complex. He orders the Predacons to hold position so he can join him in the attack. Megatron and the rest of the troops are going to be assaulting a sector further into Predacon territory, where Megatron believes he can gain followers and energon. Swiftsting's vendetta, however, is slightly more personal.
Optimus compiles his units, and Darkwave equips them-first of all, with the anti-cloaking device he created on Earth, and second of all, with energon bombs. The air unit will be taking the bombs and wiping out the above-ground complex; Rawhide's new unit (set up with elite troops) will follow Darkwave's underground, and a unit lead by Daybreak will set up the anti-cloaking field around the base perimeter. The air unit is lead by former subcommander Windstorm; in a conversation with old friend Jetta, Thundercat learns that Rahven was reassigned, to a foreign colony, after making his unsuccessful attack on Autobot City. GuardianWing, now going by his old name of GuardianClaw, is not eager to join the battle until he has more information about his past. He asks Darkwave to have a secret file opened for him, so he can look at his old crew listings and mission log. GuardianClaw then learns the full information, the location of the last planet he visited as a soldier, and the name of the general in charge of the war: former Autobot commander Grimlock.
The Predacons arrive at the DoT complex first, and burst in through the doors. They frighten many of the women on the top floor, and find the secret elevator in the back. As they reach the bottom, they are confronted by Mindrazor, and her squadron of Green Daughters. Swiftsting wants to kill the telepath right away, but she attacks his brain, causing him intense pain while the telekinetic member of the Greens attempts to move him over to the sacrificial wall. The Predacons take fire from the other Daughters, still cloaked, within Unicron's worship circle. The remaining hypnotist puts Hardhead under her control, and his weak mind becomes her asset when he turns on Stahldrache.
The battle looks as if it will be difficult, but, suddenly, there are explosions from above. The cloaks on the hidden assassins fail, the Maximal units enter the room, and the combat turns tide. Optimus and Rhinox each finish off a pair of the spawn-clones. Hardhead breaks free from emotional control, and, given orders to smash, he destroys one of the Daughters; Sellsword runs one through. Stahldrache uses Transmetal II powers to good effect; Medusa, her flame thrower, Darkwave, his giant axe, and Thundercat, his broadsword. Stormcrow finds Mindrazor-the spawn that killed his mother-to be a challenging opponent, and the enemies exchange blows and wear each other out. When a second unit of Green Daughters arrives from below and begins to heal their comrades, the remainder of the Maximals engages them. Swiftsting finally regains his concentration, walks into the midst of combat, and lifts the nimble Mindrazor off of her opponent, holding her in one giant hand. He tears off her head, and crushes her body. The still-surviving Greens, disheartened to see their best fighter go off-line, retreat. Stormcrow, though grievously injured, makes no delay, and follows them underground. Medusa follows as well, interested less in their destruction than in their Transmetal II Driver. Darkwave then uses his spark-force blast to destroy Unicron's sacrificial wall.
Optimus Primal, meanwhile, has something else to deal with: the Predacon criminals still in the room. Swiftsting's hand is covered in the gore from Mindrazor's dead spark, and must be severed at the wrist. Optimus then places the Predacons under arrest for their role in the break-in at the Council Citadel. Swiftsting recognizes the Maximals' superior firepower in the situation, but Stahldrache is furious; he weighs his crimes at the citadel against Maximal negligence at leaving his protoform behind during the Beast Wars. Darkwave offers to allow the Predacons to plead their case before Magnaboss; if Magnaboss approves of them, Darkwave ensures them that something can be worked out that does not involve imprisonment. The Maximals split up: Optimus and Darkwave will take the Predacons back to the Citadel; the weary units will return to the military base; and Rhinox, Rattrap, Armaggeddon, and the still-fresh Air unit will travel underground, following Stormcrow through the spiders' webs. Rattrap is certain the boy is about to try something irrational...