Megatron captures and reprograms Rhinox into a Predacon.
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In some usual rocky terrain, the Maximals are disappointed to learn that their day's expedient has been a waste of time, as the Energon they were searching for is inaccessible. Rattrap whines, saying the situation couldn't get worse, prompting an attack from the Predacons. The Maximals are at a clear disadvantage, but Rhinox triggers a rockslide that crushes all the Predacons.
Optimus commends Rhinox's intelligent tactics, and the Maximals begin their return to base. Megatron also determines that Rhinox is a major threat to his operation and orders Tarantulas to capture the large Maximal. When Rhinox is a distance behind the other Maximals on the road him, the spider captures Rhinox and knocks the rhino out with some Venom.
A while later, the Maximals noticed their large comrade has disappeared. Rattrap activates his communicator, and are able to listen through Rhinox's communicator, overhearing the events in the Predacon base where Megatron uses "The Transmuter" to turn Rhinox into an evil Predacon. While the Maximals are concerned, Primal plans to wait a while before the Maximals make an effort to rescue their friend, yessssssss...
In the Predacon base, Megatron, and his new underling, Evil Rhinox, get down to plotting on how they can use Rhinox's knowledge to destroy the Maximals - but some technical problems with Megatron's computer halt the planning session. Rhinox is sent to check up on Scorponok's repair of the system (which was secretly vandalised by Rhinox). With no witnesses, Rhinox drops several tons of hardware onto Scorponok. When Scorponok's flattened body is found later by Megatron and Waspinator, they have no clue who committed the crime.
Waspinator deposits Scorponok into a CR Chamber for repair, but flying away, Waspinator is hit with a heavy piece of weight pushed by Rhinox. The impact drives Waspinator into a state of dementia. This time, Rhinox's attempt at homicide is witnessed by Terrorsaur, who meets with Rhinox in private. There, Rhinox declines Terrorsaur's offer of partnership and insists that Terrorsaur stay silent.
Outside of the Darksyde, the Cheetor figures out Primal's plan: Let Rhinox harm the Predacons as he is. However knowing that Megatron would eventually figure out that Rhinox isn't useful as promised, he'll kill the Rhino he's adopted. At the same time, Megatron finds out that Rhinox is responsible for the sabotage - including poisoning the spiders.
Megatron confronts Rhinox, and assigns his two henchmen to disarm the new recruit. By mentioning Terrorsaur's plotting, Rhinox is able to get the two Predacon goons to fight each other instead of himself, leaving them easy for him to drop. The two taken care of, he opens fire on Megatron, causing the Predacon to fall off his hover platform.
Bellow, Rhinox taunts Megatron with a speech about whose the boss now, but Rhinox has stepped into the range of the Transmuter. Megatron reactivates the machine, converting Rhinox back to his regular good self. The Maximals blast their way into the Dark Syde. Primal battles with Megatron, slicing off one of the Predacon leader's arms. A stray shot from the still demented Waspinator hits the Transmuter, and the Maximals grab Rhinox evacuate while the Predacons take cover to avoid being harmed by the exploding machine.
Afterwards, the Maximals relax. Rhinox admits that the Predacons have some serious personality problems, and the Maximals have a big laugh. Except for Dinobot.
Cheetor: Better dead than Pred.
Dinobot: Some of us have survived the experience, furball.
"Like you're three gigabytes of attitude on a two-gig hard drive. No wonder they've got personality problems!"
- -- Rhinox on being a Predacon
Writers: Ian Weir
Original Air Date: November 4, 1996
Major Characters (in order of appearance): Optimus, Rhinox, Megatron
Minor Characters (in order of appearance): Characters
- When Waspinator is driven temporarily insane, he babbles that his name is Shrapnel, an Insecticon from the Generation 1 continuity family. Stuck like this for the rest of the episode, he proceeds to stutter and repeat words in a semi-accurate reference to the distinctive speech pattern that Shrapnel had in the G1 cartoon, which saw him repeat the last word of his sentences. Waspinator also delivers the classic TF slogan "More than meets the eye."
- The concept of Rhinox being reprogrammed by Megatron only to attempt to overthrow him later is revisited in the sequel series, Beast Machines. It is worth noting that Tankor's behaviour in that series is very similar to his (Rhinox's) behaviour as a Predacon during this episode.
- Both Optimus and Rhinox say "Yeeessssss..." in a very similar manner to Megatron. Imitation IS the sincerest form of flattery...
- Immediately following saying that he is Shrapnel, Waspinator claims that he is "Wonko! Wonko the Sane!" and salutes the audience before punching himself in the head. In addition to being a fictional character created by the sci-fi comedy author Douglas Adams, it is a tribute to transfan Ben Yee, whose online username was Wonko the Sane at the time.
- The scene where Optimus Primal proudly brandishes his swords before an unimpressed Megatron lazily shoots him down is reminiscent of the famous duel between Indiana Jones and the master swordsman in Raiders of the Lost Ark.