At the remains of the former lab, Shockwave explains that the combination of Predacon CNA and Synthetic Energon accidentally created Cyber Matter can allow the Decepticons to cyberform an planet. Starscream started to mock Shockwave by stating that it sounded like a "Shockwave Plan," but Shockwave seized his arm and reminded him of how he was left at the mercy of the Autobots. Megatron doesn't interfere with Shockwave's anger as he forces Starscream's face closer to a jagged piece of Cyber Matter. Struggling to find a defense in order to safe himself, Starscream notes that his actions made their current situation possible. Shockwave accepts the explanation as logical and lets Starscream go. Megatron asks Shockwave why the Cyber Matter appears so chaotic, and the scientist pledges to correct the instability of the elements. Megatron notes that they will require some form of launch mechanism from which to use the Cyber Matter, and states that they should focus their resources on reconstructing the Omega Lock.
At the Autobot base, Ratchet is putting the finishing touches on repairing Ultra Magnus' hand, which due to the lack of equipment and spare parts, is a crude claw-like appendage. Arcee tries to assure Wheeljack that Magnus will bounce back from his setback. Smokescreen tries to lighten to mood by saying that Magnus' new hand could become his signature by comparing it Bumblebee's voice box. Bumblebee got angry at that comment and while beeping, he stormed off. Raf explained to Miko that Bumblebee missed the sound of his real voice, then Bulkhead changed the subject to how Project Predacon is destroyed, but Optimus pointed out that there is one Predacon that remains and can transform: Predaking.
On the Nemesis, Megatron ensures to Predaking that the Autobots will pay for destroying his people. Predaking says that his revenge will come, but he believes that Project Predacon was only a squadron, not an army. He continues saying to Megatron that if he truly wishes to restore Cybertron, it must include resurrecting the entire Predacon race from the remains, so that Predaking can lead them against their shared enemies. Megatron considers his requests with some skepticism. Shockwave reports that the remains of the Omega Lock was salvaged, but severely damaged and needs to retrofit Earth technology to its systems. Megatron then orders Starscream to obtain any materials that Shockwaves needs to get the job done.
Agent Fowler informs the Autobots that the Decepticons stole twenty tons of control rods from a nuclear plant, Optimus wonders what Megatron is planning to build.
Shockwave reports to Megatron that the formula for Synthetic Energon that Knock Out provided is incomplete, resulting in the instability of the Cyber Matter. Megatron tells him to complete it quickly, reminding Shockwave the need for enough Cyber Matter to restore Cybertron and cyberform Earth. Shockwave respectfully asks why Megatron should rule two planets, Megatron replies that the two are linked, one Unicron and the other Primus, and that rule only one would be ruling neither.
Agent Fowler informs that the Autobots that another Decepticon theft is in progress. As Ratchet opens the Ground Bridge, he prevents Ultra Magnus from leaving the base until he gets more dexterity with his hand. Optimus tells Magnus that Ratchet has the final word in medical matters, which he reluctantly agrees, while Wheeljack watches behind Magnus with discomfort.
The Autobots arrive on the scene and advanced on squad of Vehicons, who are carrying away their spoils. Soundwave appears in alt-form, opening a GroundBridge directly in front of the retreating Vehicons. Laserbeak is then deployed, but Optimus transforms and engage them both with his jet pack. The Vehicons escape through the bridge, but Optimus' machine gun is able to bring Soundwave crashing to the ground. Laserbeak escapes, and Optimus contacts Ratchet to let him know they will be returning with a prisoner.
At the Autobot base, Soundwave finds himself strapped down to a table. Ratchet notes that the base's shielding will prevent Soundwave from contacting his ship. Wheeljack gleefully says that they now have all the time in the world to make Soundwave talk, Miko wonders if he even does talk, and Raf isn't certain that Soundwave even has a face.
Back on the Nemesis, Starscream asks Megatron if he's worried about what Soundwave might say to his captors. Megatron states his confidence in Soundwave's ability to withhold information.
Optimus asks Soundwave why the Decepticons are stealing human technology. Soundwave plays back a remix of the question in order to mock Optimus and punctuates it with a smiley face emoticon on his visor. Bulkhead wants to wipe that smile off his visor. Optimus threatens to use a less civil method of interrogation on Soundwave, but Soundwave broadcasts a sonic pulse throughout the room that causes humans and Autobots alike to cringe in pain. Ratchet states that Soundwave is no ordinary Cybertronian and angrily suggests opening Soundwave up to get the information they need, but the Decepticon responds by erasing data directly from his own drives. With a final taunt spoken in his own voice, he says, "Soundwave superior, Autobots inferior." His visor blinks out and he slumps down on the table, offline. An astonished Ratchet reports that the Decepticon's vital signs are stable, but that he crashed his own drives rather than allow them to be read.
Shockwave locates the only item on Earth with enough raw power in order to power the Omega Lock: a particle collider synchrotron. However, his efforts to complete the synthetic energon formula have met with less success. Megatron recalls that Knock Out obtained the formula from Ratchet, and muses that the simplest solution is to recruit him. Shockwave says that Laserbeak can upload the order to Soundwave after reconnecting with him, but Starscream notes that they still don't know the location of the Autobot base. Shockwave recalls that Soundwave kept surveillance records on all the Autobots' human allies, not just the children.
Meanwhile, from his phone in the car, Fowler tells Optimus that he's on his way to a meeting with General Bryce about the recent Decepticon heists, and that he'll be back to the base as soon as possible. Unknown to Agent Fowler, Laserbeak follows behind his car from the sky.
Megatron orders Predaking to be present at the Decepticons' next mission, as they expect the Autobots will be present. Predaking says that he is looking forward to facing the Prime again, enrages Megatron, who then screams at the Predacon about their dwindling forces. Predaking merely states that he will have to fight twice as hard, Megatron adds "as a Beast."
On his way back to the base, Fowler contacts the Autobots and reports that the Decepticons are now attacking the Solaris particle collider project at the South Pole. Optimus readies the Autobots for action. Ratchet tries to hold Ultra Magnus back again, but Wheeljack declares that the commander is ready. Ratchet reluctantly relents and opens a GroundBridge. Optimus commands Bulkhead and Smokescreen to stay behind and help Ratchet guard Soundwave, then he and the others depart. While the younger Bots comment on the unconscious Decepticon, Ratchet wonders what Megatron wants with a device powerful enough to open a black hole.
Outside, Fowler parks in front of the base, still unknowing that he is followed by Laserbeak.
Ratchet realizes that enough power to swallow a world could also be enough power to create one. He contacts Optimus at the South Pole and relays his suspicion that Megatron plans to rebuild the Omega Lock. He asks Optimus that if they should let him, but Optimus knows Megatron will use the Lock to cyberform Earth as well as Cybertron. Though disappointed, Ratchet says he understands.
Just then, Predaking strikes from the sky, firing blasts of flame breath that send the Autobots scattering. Optimus returns fire and orders the Autobots to stop the Decepticons from obtaining the collider while he faces the Predacon alone. As the Autobots race to the Solaris building, Optimus draws his machine gun and engages in an aerial duel with the Predacon. Optimus pours on the firepower, but struggles to keep the beast at bay. With a final, savage swipe of his tail, Predaking sends Optimus crashing down to the ground far below.
Inside the building, the other Autobots find a squad of Vehicons lying in wait for them. As the two groups exchange fire, Shockwave oversees the retrieval of the particle collider in the next room.
At the Autobot base, Smokescreen is trying to convince Ratchet that they'll restore Cybertron somehow without the Forge and the Omega Lock, when Fowler walks in. Laserbeak then crashes through the window and his lasers keep the Autobots at bay long enough for him to sever Soundwave's bonds. Smokescreen returns fire, though he succeeds in hitting Laserbeak's wing, he is unable to prevent the bird from reuniting with his master. Soundwave springs back to life and effortlessly dispatches Smokescreen, Bulkhead, and Fowler with his tentacles before advancing on Ratchet.
Optimus Prime: Soundwave, we have treated you fairly. For the sake of the natives of this planet. Tell us what Megatron is attempting to build. Before we are forced to relay on upon less civil methods of interrogation.
Bulkhead: Alright! He's downloading data!
Ratchet: No! Soundwave is erasing data.
Soundwave: Soundwave superior, Autobots inferior.
- Soundwave's only spoken line in the entire Transfomers Prime series, "Soundwave superior... Autobots inferior" pays homage to his original counterpart's line of "Soundwave superior... Constructicons inferior" in the original animated Transformers the Movie.
- This episode, along with Project Predacon, is the only episode where Optimus Prime transforms into his new truck mode.
- When Optimus goes head on with Predaking, Arcee took a few seconds to watch him. She could've stayed to help if Optimus needed help.
- Fowler tries to take on Soundwave with a fire extinguisher. At least he tried to fight him.
- Predaking is unusually calm when Megatron screams at him. Everyone else usually was frightened. His calm response also contradicts everyone else's reaction where they scrambled to make up an excuse.
- On that note, Predaking says that he welcomes any chance he gets at fighting Optimus again, though he did not fight Optimus in Evolution. Optimus merely punched him away. He also speaks of Optimus rather respectively, yet in the following episode, he is noticeably more hostile.
- Predaking's speech regarding the resurrection of the Predacons and Megatron's reaction to it is the third foreshadowing remark that the Predacons are the future main antagonists.
- Predaking's vision of him leading his resurrected brethren is similar to a scene from the movie prequel comic "Defiance" which consisted of Megatron standing before a crowd of Decepticons with raised fists, further reinforcing the parrels between the two. His speech is also similar to the one he gave in the comics where he tells Optimus his intent to rule Cybertron just as it was in the old days.
- This is the first and only time Soundwave speaks using his voice (it wouldn't be the last though as he speaks at the end of season 2 of Robots in Disguise).
Main Article: Minus One/Gallery