Jack accompanies Arcee on a routine scouting mission in a forest, where they discover a crashed spaceship in a clearing. They soon discover that the owner of the ship, the deadly and ruthless Decepticon Airachnid, is still prowling the forest in search of a human to hunt, putting Jack in danger.
A strange undefined object streaks through the Solar System and crashes in a remote part of the northern United States. Trudging through the forest nearby are Arcee and Jack Darby, out searching for an underground energon deposit that Ratchet has detected. Jack complains about the mosquitoes, but Arcee picks up some strange readings and they quickly come upon the crashed spaceship. Telling an increasingly unnerved Jack to stay where he is, Arcee moves in closer to examine it, and suffers a flashback containing a menacing figure as she realizes whose ship it is. She attempts in vain to contact base to request a Ground Bridge. Leaving Jack by the ship, Arcee walks out into the trees to find a trail left by her mystery assailant, and again flashes back to a past time when she had been captured. Jack interrupts her, and she transforms before driving them both at high speed through the trees for a distance. When she still can't contact base, she drops Jack off on the other side of a deep crevasse and heads back. Jack starts climbing down the side of the crevasse. Arcee, scouting among the trees, finds a tree stump covered in an acidic compound, and has another flashback.
On Cybertron, Arcee runs through ruined buildings while radioing Delta Team for backup. She trades banter with her partner Tailgate before asking directions, but before she can complete her next sentence, she's stuck to a nearby wall by a glob of webbing. She finds herself chained up, a prisoner of Airachnid, who scratches her face with an acid-emitting talon.
Elsewhere, Airachnid moves in on an unsuspecting camper in a tent. As she jumps to strike, she's tackled by Arcee, and the pair roll downhill to a clearing. Amused to be reunited with the Autobot after all this time, Airachnid reveals her new hobby: collecting the heads of endangered species, though most of them weren't endangered until she got to them. Now she has her sights set on a human for her next trophy. Enraged, Arcee begins fighting her, but Jack arrives, distracting Arcee long enough for Airachnid to web her to a nearby rock. Arcee cuts her arm free and zaps Airachnid before informing Jack that he's more a liability than a partner. Jack responds that he doesn't believe her and he can tell she's afraid, and Arcee flashes back again.
Finding Arcee a tough nut to crack, Airachnid has a couple of Vehicons drag in a severely battered Tailgate, and demands the information she wants, or Tailgate dies. Arcee, however much she wants to save her partner, doesn't know the attack coordinates, and Airachnid calmly kills him.
Airachnid recovers from the battle and closes in and says she'd heard about Cliffjumper's fate, then twists the knife by asking Arcee if she has a problem with losing partners. As Jack flees, Airachnid promises to finish Arcee later, after she's added her human companion's head to her trophy collection. As Airachnid leaves, Arcee flashes back once more...
As Airachnid moves in on her living prisoner, Bumblebee and Cliffjumper burst in to execute a dramatic rescue. Though they gun down the Vehicon guards, Airachnid makes her escape. The Autobots free Arcee and carry her out as she laments that she couldn't save her partner.
Arcee is overcome with grief at having put Jack's life in peril, realizing that she should have just... kept... driving! Her lament gives her the insight she needs to free herself, pulling at the webbing enough to transform to cycle mode and peel out at full throttle, eventually breaking her bonds.
Meanwhile, Jack ducks behind a fallen tree in an attempt to evade Airachnid, but she easily finds him. He continues running, and though he's scared, keeps looking for ways to fight back (though he quickly dismisses his Swiss Army knife as a viable weapon). Eventually, he reaches Airachnid's ship and hides against it as she enters, believing him to have snuck inside. While clambering through the trench left by the ship's landing, he finds a puddle of energon leaking from a port on its underside. This gives him an idea. Grabbing a nearby stick, he uses his pocket knife and flint to set fire to it, then throws it into the leaking port. Airachnid, now standing on top of the ship, yells his name as the ship explodes.
Jack is thrown clear, but just as he's beginning to relax, a still-burning, and really ticked off Airachnid pins him to a nearby tree with webbing. She moves in, ready for the kill, but Arcee comes barreling through the trees and beats her with feet and fists, finally sending the Decepticon flying through the forest, creating her own trail of debris. Arcee cuts down Jack, but then they hear the sound of drilling, and find Airachnid has burrowed into the ground and escaped.
Arcee says she admires Jack's bravery, and as she radios base for a Ground Bridge, says she needs to get her partner back to safety. As Jack notices the choice of words, Arcee quips that he's still the junior partner in this team, as she can still pull rank on him.
- Tailgate (flashback only)
- Cliffjumper (flashback only)
- Bumblebee (flashback only)
- Ratchet (mentioned only)
- Vehicons (flashback only)
- Unnamed human camper
- Arcee, Cliffjumper, and Bumblebee didn't have different robot bodies on Cybertron, retaining all of their Earth vehicle-specific kibble long before reaching Earth. This is likely due to budget concerns, as creating new models for a two-minute flashback sequence would be impractical. By contrast, Optimus and Soundwave in "One Shall Rise, Part 3" do have distinct Cybertronic forms – but only appear as stillshot animatics rather than as fully rendered CG models.
- With its scratches and angled spikes positioned against burnt trees, Airachnid's ship resembles a hairy spider in one shot.
- When Airachnid took a flying leap at the hapless camper and was intercepted by Arcee, the sound of metal clashing should have been audible to the lone human.
- Adaptations of this episode include a prose version as part of Airachnid Attacks!.
- Airachnid is shown to secrete acid, and her hissing like growls are similar to the Xenomorph from the Alien franchise.
- Throughout the episode, the pendant on Arcee's head crest changes from red to silver and back, much like in "Out of the Past".
Arcee: Quite the outdoor's man, aren't you Jack?
Airachnid: These days, I travel solo in pursuit of my new hobby.
Arcee: I got a look at your souvenir case.
Airachnid: You mean my trophies. I collect endangered species. Of course, they aren't really endangered...until they meet me.
Arcee: So much for closure.
- Arcee after Airachnid escapes.
Jack: Partner huh?
Arcee: Junior partner. I can still pull rank.
- Arcee and Jack ending the episode on a good note.
Main Article: Predatory Gallery