With the alien craft in his possession, Megatron intends to use it to conquer Cybertron!
The Energon surge caused everyone to go into stasis lock. The only ones unaffected where: Megatron, Tarantulas, Quickstrike, Optimus Primal, Rattrap, Cheetor and Silverbolt. Taratulas sets up a Refracted web around the alien ship. Megatron uses the golden disk to get inside the ship's doors. Optimus tells Cheetor and Silverbolt to take the stasis locked Dinobot and Rhinox back to the Axalon. Meanwhile, the Predacons, while exploring the abandoned alien ship, relise that Transmetals and Fuzors can't be picked up on the alien's scanners, so are completely safe. Tarantulas hacks into the alien power grid and starts up the interface. Megatron inserts the disk and a green light descends onto him. Rattrap manages to shut off the web, Tarantulas and Quickstrike run off to stop the Maximals from entering. They leave before they see a slim, floating, control chair descend from the green light, Megatron sits on it, giving him complete control of the ship. Rattrap wonders how they'll open the doors, but, Tarantulas and Quickstrike open the doors so they can shoot at them. But, then the ship takes off and hovers in the air, Quickstrike and Tarantulas abandon ship. One of the ship's laser cannons fire and hits Optimus and knocks him out. A green light comes from the ship and streches out across the land picking up all the Predacons (except Megatron who is inside) and Optimus. Rattrap hides avoiding the light, which spans the full length of the crater it made. The ship morphs into the Shape of Megatron's head. He explains that the aliens aren't here and he has succeeded, so his alliance with Tarantulas is now terminated. Tarantulas is dropped back into the crater many feet below. He heals Blackarachnia, Inferno and Waspinator, sucks them and Optimus into the ship, the ship then returns to normal, still hovering in the air. Rattrap wonders what else could go wrong, just then the ship teleports away and Tarantulas appears, holding a gun at Rattraps head. Back at the Axalon, Dinobot and Rhinox finally wake up, to see that Rattrap is heading towards the base with Tarantulas! Waspinator and Inferno are given a job to do, deliver transwarp cells to the ship. The maximals give Tarantulas access to their scanning systems so they can find the alien ship, they also find out about Waspinator and Inferno's job, Megatron plans to fly the ship back to Cybertron! Optimus wakes up in chains that stop him transforming. The Maximals attack the ship so Rattrap and Tarantulas can enter the ship, when inside Tarantulas sneaks away from Rattrap. The Maximals retreat with Waspinator, Quickstrike, Inferno and Blackarachnia in hot pursuit. Rattrap breaks Optimus free, Optimus fights Megatron in mid-air as Rattrap tries to stop the teleport seqeunce. Rattrap destroys the control chair. While they are distracted, Tarantulas descends from the ceiling and tells the power grid to down load data tracks fireon for him. Optimus tricks Megatron into biting into the ship electrocuting him. The alien space ship blows up destroying the golden disk with it. Cheetor asks what they'll do about Tigertron and Airazor, Optimus promises him that if they're sparks are still online they'll get them back.
Rattrap: "Your turn to think of somethin'."
Primal: "We could try knocking."
Rattrap: "He-heh yeah, like Megs is going to invite us in for oil and cookies!" (door opens) "...not that I couldn't use a snack."
- -Rattrap and Primal on the topic of how to get inside the alien machine.
Rhinox: "I'm getting sick of waking up in the slagging R Chamber."
Dinobot: "Better that than the scrap heap."
- -Rhinox after getting knocked offline for the umpteenth time, while Dinobot brings up a very valid point.
Waspinator: "Waspinator not think this job is important."
Inferno: Every job for the Royalty is a gift! (flies off)
Waspinator: "Ant-bot is major suck-up."
- -Waspinator and Inferno
"This time, you lose, Megatron!"
- -Optimus Primal to Megatron after the Predacon's plans for glory are ruined.
Writers: Larry DiTillio
Original Air Date: February 15, 1998
Major Characters (in order of appearance): Tarantulas, Megatron, Quickstrike, Rattrap, Optimus Primal
Minor Characters (in order of appearance): Blackarachnia, Inferno, Waspinator, Dinobot, Rhinox, Silverbolt, Cheetor
- Before Megatron places the alien disk into the control column, he gives it a kiss for luck. Truly.
Animation and/or technical glitches
- When Megatron enters the alien base, his armor is gray instead of bronze.
- Optimus is worried what the aliens will do if they learn of Cybertron, shouldn't they already know about Cybertron from scanning Optimus twice and having Tigatron and Airazor captive? Besides, the aliens in the episode "Other Voices (Part 1)" say the word "Cybertron" after they finish torturing Airazor.
- Optimus is unaware of the aliens' specific knowledge of Cybertron as their homeworld as Airazor was the only one present and was unconscious when the aliens named their world; he may assume that the aliens only picked up general details without being aware of the planet's specific coordinates.
- Megatron in control of a large, mostly empty ship, upon which his face can be found, is a device also used later, during Beast Machines. This is possibly where he got the idea. Never let it be said that an insane megalomaniac won't make use of someone else's good idea... and then claim it as his own.
- The whole process of the Predacons invading the weapon designed to kill them, to be "invisble" or "at one with" once inside, and then Megatron using it to machinate his evil scheme, with Tarantulas eventually destroying it with his datatrax Viron could be seen as a grand, abstract reference to HIV. More likely, it is an episode of a television show about battling transforming robots stranded on prehistoric Earth.