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After a series of failed missions, Rattrap's loyalty is brought into question.
- Japanese name: クモ女のキック (Kumo Onna no Kick "Kick of the Spider Woman")
Dinobot and Primal explore one of the planet's frozen regions looking to retrieve the latest stasis pod. They find the pod overhead, hanging over the edge of a cliff, and protected by the three Predacon goons. While Terrorsaur and Scorponok bomb the Maximal duo, Waspinator grabs the pod to lift it back to the Predacon base. Primal sees the theft and flies after the bug, but is brought down by a shot in the back from Terrorsaur. With Primal downed, the Predacons scamper away.
At the Maximal base, Primal laments regarding the frequency of the Maximals being ambushed. Primal calls Rattrap into a private meeting, making it clear he suspects Rattrap has been feeding information to the Maximals' enemies. Rattrap denies this, and Cheetor and Rhinox can't believe it. As a test of loyalty, Rattrap is sent on a mission into one of the more dangerous sectors.
At the Predacon base, Tarantulas reveals the new Predacon made from the captured Maximal protoform: Blackarachnia. Afterwards, they use their radio to eavesdrop on Rattrap's radio reports on how Rattrap's mission is going. Hearing that the rodent is by himself, Terrorsaur is sent to destroy Rattrap.
Terrorsaur and Rattrap battle, and with Rattrap unable to hit his target, Terrorsaur is able to stand over his enemy, his gun right in Rattrap's face. Desperate for his own survival, Rattrap bargains his own loyalty to Terrorsaur and the Predacons, while the rest of the Maximals listen, astonished by the change.
Back at the Predacon base, Terrorsaur introduces his new underling and, with said underling's aid, overthrows Megatron (who is placed into the Predacon brig). Because he still can't be trusted, Rattrap is also imprisoned. The two captives are placed in cages and suspended over a flow of lava. Of course, Megatron has anticipated his own imprisonment and escapes with a few simple computer commands. Once Megatron is out of sight, Rattrap picks the lock on his own cage and jumps over the lava to freedom (barely).
Sneaking through the base, Rattrap follows another, actual rat. He passes by a Predacon computer console and discovers it contains a Maximal computer chip, explaining how they were able to listen to Maximal radio frequencies and anticipate the Maximals' movement. After removing the chip, he continues his sneaking, but activates a security alarm and is caught in a security web. He escapes, but Tarantulas follows Rattrap back to the suspended cages, compromising Rattrap's operation, or so he would be, were it not for Rattrap silencing the arachnid with a gun shot.
The Maximals begin an attack on the Pred base to retrieve Rattrap. With the other Predacons looking to him for leadership, Terrorsaur panics—even more so when Megatron pops up right next to him, free from his cage. But he deigns to follow Terrorsaur's leadership as the Predacons counter-attack. Rattrap is freed to help in the defense, and on Terrorsaur's order, he opens fire on Optimus, scoring a direct hit on his former leader. After the two armies bounce off each other a bit, Megatron gives Rattrap the opportunity to destroy Dinobot, but Rattrap declines and shoots Terrorsaur instead giving Dinobot the time free himself by kicking out some of Megatron's teeth. The Maximals take Rattrap and retreat. As the Predacons try picking up themselves up, it becomes clear to everyone that Terrorsaur makes a terrible leader. Megatron effortlessly resumes command of his forces.
Back in the Axalon, Optimus explains to his friends that the entire betrayal was a charade—a ploy to let Rattrap into the Predacon base and find out how the Predacons have been listening to the Maximals' radio communications.
Excellent! The new Predacon is everything we could ever want! Meet Blackarachnia! [Cackles] "Blackarachnia, TERRORIZE!!! "Oh, be still my spinnerets."
- —Tarantulas after creating Blackarachnia
"A wise tyrant always designs his prisons for his personal escape."
- —Megatron after getting out of his cage.
"And thus ends the glorious reign of Terrorsaur. A lost battle, a missing Blackarachnia, AND WHO KNOWS WHAT DAMAGE inflicted by the Maximal spy!!!"
- —Megatron exposing Terrorsaur's blundering leadership abilities.
Writers: Jesse Winfield
Original Air Date: October 7, 1996
- When Terrorsaur says "We can destroy the Maximals once and for all", It shows Blackarachnia saying it.
- This is the (not entirely auspicious) debut of Blackarachnia. After being introduced by Tarantulas, she transforms into robot mode, then spends a few minutes posing, preening, and doing karate moves in the background while Megatron talks. Later in the episode she kicks Cheetor around . then goes missing for no clear reason. This may be the first sign of her treachorous nature.
- While sneaking through the Predacon's ventilation duct, Rattrap encounters a small rat, which seems to acknowledge his presence with a nod. Later on, Rattrap inadvertently saves the same rat by accidentally walking into Tarantulas' web and triggering his alarm.
- The Maximal chip is labeled in Cybertronix. It says "caution very hot".
- Waspinator's "death"
- Waspinator once again gets butchered by Rhinox's CHAIN GUNS OF DOOM. Also, he gets run over.