Some distance from Mount St. Hilary, Blackarachnia is setting up some equipment that will convert her into a Transmetal 2; however, Silverbolt detects her energy signature, and, not understanding, pulls her from the machine. As Blackarachnia berates him for this act, she short-circuits. Heading to the Maximal base, Rhinox concludes that the shell program is starting to degrade, and will erase her core consciousness if not treated soon. He can remove the shell, but it's never been done before.
Wandering off to think, Blackarachnia is followed by Silverbolt. She maintains that she's still a Predacon, and that becoming a Maximal scares her. Silverbolt points out that she's only a Predacon due to Tarantulas, and deep down, she is one of the good guys. The touching moment is ruined when she short-circuits again.
In the lab, Blackarachnia has decided to go through with the procedure, before which, there is one last thing to do: the transference of the access codes to the Ark to Optimus Primal, thinking that he'd have the best chance to keep them from Megatron. They begin the shell removal, but it has safe guards that will destroy Blackarachnia's core consciousness - Rhinox is able to destroy the first. At his lair, Tarantulas discovers the removal process and contacts Megatron, informing him of the situation - Megatron notes that such an act risks destroying Teletron 1's access codes, and concludes that she gave them to Primal. Tarantulas informs Megatron of his safeguards, but the Predacon leader decides to cause a little more trouble.
Inferno, Rampage, and Quickstrike are sent under Tarantulas to attack the Maximals. Optimus leads Cheetor and Rattrap in the defense of the base. Rhinox is almost finished, but two more power surges head for Blackarachnia's core consciousness; he blasts one, but Tarantulas fires a rocket which causes him to miss the other surge that gets the chance to hit Blackarachnia's core consciousness and extinguish her spark - Rhinox leaves to inform Optimus and allow Silverbolt to be alone; upon leaving, Silverbolt snarls out the name of the one Predacon responsible for this crisis... "Tarantulas..."
Detecting that his creation is dead, Tarantulas orders the Predacons to break off, as Rhinox tells the others. Gathering around Blackarachnia, they express their regrets over not giving her their full trust, if only for Silverbolt's sake. As Rattrap notices that Silverbolt is absent, Primal realizes what he's planning to do, and the Maximals head to stop him. Unseen, the Transmetal Driver begins to glow. Tracking down Tarantulas, Silverbolt easily defeats him, but Rampage defeats Silverbolt. Preparing to strike the killing blow, Rampage is stopped by an unexpected surprise: Blackarachnia, now a Transmetal 2. She quickly transforms him into a Cybertronian handbag, and takes Silverbolt back to base.
In the control room, Blackarachnia explains to the Maximals that she saw only darkness, then a light, and thought Silverbolt was in danger. Primal points out that her actions weren't very Maximal, but they and Silverbolt express their gratitude at her return. Blackarachnia warns Silverbolt to stop rushing after her, but to show no hard feelings, she kisses him...sending a power surge through him and disorienting him.
"Ahh, the avenging hero!"
- —Tarantulas on Silverbolt's attack
Rampage: This will hardly be any fun at all...
Blackarachnia: Yeah... For you, creepizoid! Blackarachnia: MAXIMIZE!!
- —Blackarachnia returns, and has a spot on the Cybertronian catwalk with her Transmetal 2 form
"Love the new look.. Goodbye!"
- —Rampage shows sarcasm for Blackarachnia's new wardrobe
"Missed. And you're ugly!"
- —Blackarachnia evades Rampage's shot.
"Some crabs never learn when to let it go..."
- —Blackarachnia, refering to Rampage, has a moment to think to herself while letting him go on his way...
Optimus: Not a very Maximal approach.
Blackarachnia: Even when I'm good, I'm still bad.
- —Optimus Primal and Blackarachnia; the latter reveals she's still bad to the internal servo
Writers: D.C. Fontana
Original Air Date: February 22, 1999
Major Characters (in order of appearance): Characters
Minor Characters (in order of appearance): Characters
- Blackarachnia is forced to remove the Predacon shell program, and is finally restored to her original Maximal programming, becoming the type of Transformer she wanted to be following getting inspiration upon seeing Cheetor's second Transmetal transformation in the process: a Transmetal 2.
Animation and/or technical glitches
- Just as in "Proving Grounds", when Blackarachnia sits up in the scanning machine, the spider legs on her arms are missing.
- Not only in this episode, but apparently throughout season 3, Blackarachnia (while as a non-Transmetal) appears to have battle damage (grey areas) which disappears when she's in the base - it also seems that the damage is inconsistent, but in the same areas. Did she get into a fight between getting checked into the base & talking with Silverbolt outside? Or does the bright light of the base conceal her damaged body?
- Megatron's "bath time rubber duckie" is seen again in this episode, but has undergone a slight makeover - it now has metallic rings around it and an antenna on its head, probably a reference to the season 2 onwards Transmetal changes.
- Megatron states that Blackarachnia passing the access codes for the Ark to Optimus will work out nicely for the plan they have in store for him, foreshadowing of the events in the next episode.
- The Rubicon is a river in Italy. During the Roman Empire era, it was illegal for a Roman general to have his army cross it, thus protecting Rome from a military threat. Julius Caeser crossed it and started a civil war which would eventually lead to Rome switching from a republic to an empire. During this, he uttered, "Alea iacta est" ("the die is cast"). Today, "Crossing The Rubicon" is an idiom that means to go beyond the point of no return.
- It should also be noted that "Rubicon" is quite similar to "rub-icon," giving the title a dual-meaning. It is not, however, similar to the other sort of Rubicon.
- When Rattrap disables Rampage in his tank mode during the attack, he sings a tune similar to "Pop Goes The Weasel".
- Blackarachnia reuses the stasis pod she originally modified to be a flying vessel as part of her Transmetal Unit.