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Hi! I upgraded your cat.

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Cheetor is behaving oddly after the accident, and a new Transmetal 2 creature is stalking both camps.


Primal checks on Cheetor, who is napping after he collapsed in front of the Maximals' current base, heavily damaged from the fight with the Predacons. After making sure Cheetor's okay, Primal has a discussion with Rattrap, mentioning that Cheetor has stubbornly refused to use the CR Chamber, but has gone into his own room instead, this behavior an effect of Cheetor's mutation.

Cheetor doesn't sleep soundly, though. From the cat's chest, a strange appendage grows, and Cheetor dreams of himself revealed to the other Maximals (except Optimus and Depth Charge) torturing him into an ugly, mutated monstrosity. Cheetor awakens, glad his dream was unreal, but finds himself caught in a green light expanding out of his spark.

Rattrap, awakened by all the commotion and noise, heads down to the lower level to see to what's wrong. Armed with a firing weapon and a firing weapon only as his best defensive, he is ready for anything that happens Before reaching Cheetor's room, a large, unknown, untamed cat monster goes crazy, bursts wildly out of Cheetor's room and knocks Rattrap over, before rushing away out of the scene and into the night. Optimus comes to help Rattrap, who (incorrectly) assumes that the big ugly monster has gotten Cheetor.

In the Predacon base, Megatron hears the roar of the roaming beast as it gallops in the shadows of the stormy night and checks the radar. He figures out that Cheetor has been upgraded, explaining who his nemesis from the most recent battle was. Waspinator is sent to capture Cheetor along with Dinobot II (because sending Waspinator against someone who took them all out before would be just plain stupid). Cheetor continues to gallop, with the help of his new rocket booster on his new body's back, someplace else at full speed.

Silverbolt returns to the Maximals' base in St. Hillary's Mountain reporting nothing, not even good news, at all, having failed to locate Cheetor (and also jealous of Blackarachnia's concern for the young feline). Primal puts together what we already know, and then comes to the decision that they must force an account of the previous episode out of Depth Charge if they are to have a chance of finding any more clues, connections, ideas and/or otherwise about Cheetor's disappearance and the unknown cat monster.

Awakening to find himself in a cave with no clue as to how he got there, Cheetor finds himself back in his Transmetal (one) form again with 0% of anything but only vague memories. Later, Dinobot II and Waspinator find the cave, and after shredding Waspinator into a million pieces for his incompetence, Dinobot proceeds into the cave to hunt and take the mutant into Predacon HQ himself. But inside the cave, he finds not even a single trace of the creature as Cheetor has already taken off.

Again, Cheetor shows up outside the Maximal base and tries to explain to the others that he's taken care of "the monster" (that the other Maximals yet are totally sure is actually Cheetor). But Optimus, being a little less gullible than the youngster, is extremely clever and says go to find the creature's remains. In a forest, away from the other Maximals, Primal and Cheetor talk, but before Cheetor can admit the truth, Primal's chest is unexpectedly fried by Dinobot II's eye beam.

The emotional stress of the concern for Optimus tears the cat back (but permanently) into his Transmetal II form. Waspinator and Dinobot hear a loud roar and move in. But when the Maximal Commander warns Cheetor that he's under attack, he easily blasts Waspinator out of the picture. Dinobot appears, Cheetor transforms out of robot mode and the two Transmetal II's duel with each other, slashing each other in their Beast Modes like savage beasts in a survival of the fittest war. But when Rattrap and Silverbolt arrive on the set, Dinobot is smart enough to immediately retreat.

Optimus reaches into the feral Cheetor, awakening his intelligent persona and removes that of the inner feral beast from him. Back at the Maximal base, Cheetor tries to keep his cool while he flirts with Blackarachnia. Cheetor misinterprets the affection from Blackarachnia as something personal, when really she's more interested in his technology - and how she can get some of it for herself.


Megatron: Well... someone's out on a midnight stroll... at Mach two!
(Megatron feels his scar)
Megatron: And that someone is... familiar.
(Monitor zooms-in on a rocket-powered, Transmetalized II, Cheetor)
Megatron: A Transmetal II! As I suspected...

-- Megatron's discovery of the second born Transmetal II from his experiment.

Waspinator: Ooooohhh. Waspinator detects stink of unnatural Transmetal!
(Dinobot II growls)
Waspinator: Oops. Waspinator exclude present company.

Optimus Primal: Cheetor! watch out for the other bot!
Cheetor: Which bot? Oh, you mean this one right here?

-- Cheetor didn't bother to look behind him. Why does Waspinator even bother?.

"I think it's time to shred some Pred."

-- Cheetor has fun rhyming

"Wait, need plan! Waspinator in charge!"
"I AM the plan!"

-- Waspinator and Dinobot 2, tracking down Cheetor.

"You lookin' at somethin'!?"

"Oh joy, Cyber-puberty."

-- Cheetor tells off Rattrap and Silverbolt.

"Holy slag!"

"Rattrap! What happened!?"

"Some cyber-mutant nearly dismantled my butt! That's what happened! Optimus, it was big! It was ugly!"

-- Rattrap tells Optimus about his face-to-face with the cyber-mutant.

Wapinator: Lizard-Bot Stand aside now. It's Waspinator's turn!

-- Waspinator tells Dinobot II that the wasp can handle bringing 'The Creature' home to Megatron.


Writers: Jules Dennis
Directors: Original Air Date: February 7, 1999

Major Characters (in order of appearance): Cheetor, Optimus Primal, Rattrap, Rhinox, Silverbolt, Blackarachnia Dinobot II, Waspinator Megatron, Depth Charge)


  • The contents of Cheetor's room:
    • A photo of himself and Primal from the first season.
    • A big trophy.
    • A model of the solar system.
    • What could possibly be a model of a Cybertronian city.
    • A photo of Blackarachnia.
    • A potted plant.
    • A miniature model of the Axalon.
    • A clock with a kind of holographic display to indicate the stages of Solar cycle. (Similar to the one Megatron used in the episode "Coming of the Fuzors (Part 1)".
    • A miniature model of Unicron as his planet mode.
    • Several of Transmetal Cheetor's whip tails hanging on the wall.
  • This episode continues the subplot of Cheetors crush on Blackarachnia. References are seen with the picture in his bedroom, the way she behaves during the dream sequence, and their interaction at the end of the episode.
  • Megatron's observation that Cheetor is moving at Mach 2 is likely an exaggeration.
  • Waspinator was able to find Cheetor, while Silverbolt didn't. So, Waspinator is a better tracker than Silverbolt? Most likely, Megatron's scan of Cheetor's "moonlight stroll" narrowed the search zone, whereas the Maximals had no information about his trajectory.
  • Cheetor having trouble controlling his beast mode is similar to the plot of "Call of the Wild".
  • Waspinator had one beast mode leg in a sling just as Cheetor is going Transmetal 2 (for good). In the past 24 hours, Waspinator had a Stasis pod shot from under him, got hit in the jaw by a lever, was blasted by Depth Charge, got shot in the face by Megatron, and was shredded by Dinobot II, and the sling was all Waspinator had for injuries at this point!? Of course, the sling didn't matter when Cheetor shot him in the face. (Sigh.)
  • Exactly who took the time to put Waspinator back together after Dinobot 2 sliced him to ribbons?
  • Tarantulus does not appear in this episode, nor did he appear in the first part.
  • Apparently, Cheetor gained a sixth sense upon becoming Transmetal 2 given his demonstration on Waspinator.

Real-world references

  • The dream sequence Rattrap spins Cheetors Spark on his fingertip in a manner mimicking that of a basketball.
  • The depiction of Cheetor's change into a Transmetal 2 is reminiscent of a wolfman.
Thanks for helping me... pull myself together.

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