Hopelessly outnumbered and outgunned, Rattrap, Cheetor and Dinobot try to keep the Predacons away from the Axalon where Rhinox lies delving deep into the Matrix, pursuing a faint hope...

Megatron sends out Tarantulas, Blackarachnia and Quickstrike to build an energon refueling station, though the spiders' scheming complicates even the simplest task.

While out surveying the planet, Airrazor and Tigatron trigger a remaining alien site. While the Maximals scramble to their rescue, Tarantulas is already on his way, determined to thwart the aliens' plans.

Surviving the energon surge thanks to their new transmetal bodies, Tarantulas sets up a shield around the alien construct and heads inside along with Megatron and Quckstrike. Outside, Optimus and Rattrap try to figure a way in, while the two other transmetalized Maximals return the wounded Rhinox and Dinobot the CR chambers.

Cheetor discovers a huge stasis pod, containing Protoform X - a failed Maximal experiment that created an indestructible spark but drove it insane in the process. When Predacons arrive, a fight breaks out over it, setting off an energon storm that leaves Blackarachnia and Silverbolt together damaged, having to fend for themselves - While Protoform X awakens, looking for a victim...

Dinobot sees a chance to regain his lost honor when he spots Megatron attempting to alter history using the knowledge on the remaining golden disk.

A series of earthquakes uncovers a heavily damaged stasispod. Out of it comes a freakish robot - barely sentient, but with extremely powerful weapons. Scoffed at by the others, both Silverbolt and Rampage sense a kindred spirit, each in their own way.

As the transwarp wave generated by the explosion in "Other Voices (2)" nears Cybertron, the Maximals rejoice, thinking the rescue is on its way. But unbeknownst to them, it is intercepted and diverted by the leaders of the Cybertronian Predacon alliance, who view Megatron as a loose cannon and wants to deal with him quietly, by sending one of their covert operatives.

Megatron is captured, but the battle used up too much of the cruiser's energon supply for there to be enough for the travel back to Cybertron. While Ravage interrogates Megatron about where they might find more, Primal confronts Silverbolt about his relationship Blackarachnia, leading the Fuzor to go off on his own to find her.

The Maximals manage to take out the transwarp cruiser and fend of the Predacon attack. But the battle is far from over, as Megatron heads for the now uncovered Autobot Ark - containing the heroes and villains who'll shape the Cybertron where the Predacons and Maximals come from.