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.

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.

Destruction rains down on the Maximals as Megatron unleashes the weapons of the Nemesis. Optimus orders a desperate attempt at getting the Ark airborne.

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.

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.

While Inferno, Quickstrike and Waspinator go looking for a new ""colony"", Megatron discovers one of Tarantulas' secret projects - the reactivation of the gigantic Decepticon warship that shot down the Ark before it crashed into the sea.

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...

The alien machine is destroyed and Optimus went up with it, but the explosion sets off a quantum surge that changes the planet - and several of the robots. In his new, more powerful transmetal body, Megatron hopes to take out the Maximals before they have a chance to regroup and recover.

Optimus is implanted with one of Tarantulas' bugs, this one letting Quickstrike remote control him. After securing the Maximal base, Megatron goes after the original Megatron's spark, hoping it will give him equal power to Optimal Optimus.

Realizing that without the Maximals she would never have existed, Blackarachnia actives the Ark's defenses and forces Megatron out of the ship. The Maximals start initial repairs and the time storm subsides a bit, but Optimus Prime's life still hangs in the balance - it could swing either way. Megatron rallies his troops to make sure it swings in his favor.

A new breed of transformer, robots with two animals mixed together when in beast form.

The Maximal Depthcharge flies into a temporal disruption while out searching for Protoform X, and is sent back in time to the Beast Wars. He and Rampage has some unfinished business, and neither cares if anything gets in their way.

The aliens, the Vok, send Tigerhawk to Earth to stop Megatron's meddling with time. He crashes into the Predacon base, but the Predacons have no intention of takeing this lying down... especially Tarantulas.

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...

An alien spacecraft lands and captures Airrazor while she's examining it. Optimus and Rattrap enter to rescue her, while the Predacons stand outside, ready to break the truce at a moment's notice.

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.

Tarantulas infects Rhinox with a virus that causes him to sneeze raw energon, rapidly depleting the Maximal's power cells. Optimus sends out Dinobot and Rattrap to look for an antidote, and they end up having to follow the spider into its underground lair...

A Predacon attack sets off a large energon explosion, leaving a group of Maximals with their optic-sensors non-functional while they try to make it back to the base.

Megatron creates a clone of Dinobot's beastmode, and sends him off to deactivate Sentinel while Terrorsaur traps the real Dinobot in a cave.

After Rhinox thwarts a Predacon trap, Megatron decides it's time to test Tarantulas' newest device on him - reprogramming the Maximal into a Predacon. Megatron is certain that the new ally will make overrunning the Maximal base easy, though it seems like the new Rhinox has other ideas.

Rhinox detects a Cybertronian probe entering the star system, but is unable to contact it though the energon fields. The only option is build a more powerful transmitter before the probe leaves, but the nearest suitable place is in the middle of Predacon territory.

The Maximals are preparing to place out a Predacon detection system, but Optimus postpones it due to a fierce storm. Cheetor is however again out to prove himself, and starts setting it up anyway - ignoring the storm until a freak lighting somehow transports him into the Predacon base.

While the Predacons are preparing to strike at the Maximal base by creating a hole in the ground below it, Dinobot accidentally activates the Maximal's new defense system before it's learnt to recognize the Maximals as friendlies.

Megatron is building a disruptor ray to scramble the Maximals' circuits, but needs an organic lifeform who won't be affected by it to finish putting the shielding into place. He has one of the cave-human children kidnapped, and it's up to Rattrap and Depthcharge to save her.

Terrorsaur comes across a mountain of energon floating in mid air. He chances robot mode to get a sample, but instead of damaging him, the energon supercharges him. With his newly gained powers he sets out to depose Megatron and then destroy the Maximals.

Scorponok infects Optimus with a virus supposed to make him a coward, but it turns him into a battle-crazed berserker instead. Filled with fury, Optimus attacks the Predacon base alone.

The Predacons steal the Maximals' rectifier-coil, leaving the Axalon without Energon shielding. Forced to remain in beastmode, the Maximals' mentality becomes closer and closer to that of their organic counterparts.

One of the Maximal stasis pods, put in orbit before the crash, falls down in the north, and Optimus rushes out to retrieve it. Unfortunately, Megatron anticipates this and sets up an ambush that nearly kills the Maximal leader. Without a flyer, the Maximals race to the pod in hope of getting it before the Predacons reprogram the dormant robot inside.

Dinobot challenges Optimus for leadership of the Maximals, but while they fight the Predacons launch an ambush.

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

After installing a hidden camera in the Predacon base, the Maximals watch them destroy themselves during a power-struggle between Terrorsaur and Megatron. Investigating, they find no signs of life, so it looks like they won, and can go back to Cybertron with salvaged parts from the remains of the Predacon ship.

A band of benevolent Maximals follows a pack of power-seeking Predacons to a new planet.