Megatron sends Tarantulas to build a new energon processing station, but the spider has other plans.
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As the Predacons busy themselves around their base, Megatron summons Tarantulas and assigns him to work with Blackarachnia and Quickstrike to develop a refueling station at a newly detected store of energon cubes. Megatron also assigns Waspinator and Inferno to develop a jamming tower to disrupt Maximal communications.
As the Predacons gather supplies and equipment for their assigned tasks, Tarantulas throws a transmitter into Quickstrike's collection of equipment with the hope of summoning the Maximals to undermine Megatron's plans.
Meanwhile at the Maximal base, Rhinox is conducting experiments on Optimus Primal's new transmetal form to see if they can learn its limits. Their experiment is interrupted by a short-circuit and Cheetor's report of a strange Predacon signal on a Maximal channel. Rattrap and Silverbolt are near the signal and sent to investigate.
Quickstrike, Blackarachnia, and Tarantulas arrive at their assigned destination, and Tarantulas decides that the site is a perfect location for his new lair. (His last one had been destroyed previously) He destroys the transmitter that he had been using to signal the Maximals. Blackarachnia too realizes that this site would be an optimal fortress and mentions it to Tarantulas. He then tells her about his plan to commandeer the site for himself to overthrow Megatron and destroy the Maximals, then says that she must join him in his scheme because of their psychic link. He soon recruits Quickstrike to his cause.
Losing the Predacon signal, Rattrap and Silverbolt are forced to follow the Predacons' scent and soon come across their trail.
As he relaxes in his CR tank hot tub, Megatron learns that Waspinator and Inferno have finished their assignment. When Megatron attempts to contact the other Predacons, though, he only gets static and soon realizes that the arachnids are up to something.
Back at Tarantulas's would-be lair, Blackarachnia is determined to end the psychic link that Tarantulas has been using to control her and threatens to blow up all of the energon there. While he initially is willing to let her do it, Tarantulas soon learns that their link goes both ways and that he shares her pain, so he agrees to break the link.
Outside the cavern, Rattrap and Silverbolt finally find the Predacons and engage in a battle with them. The fight begins to go the Maximals' way, but Silverbolt refuses to strike down Blackarachnia because she is female.
Soon the Maximals realize that the Predacons are guarding the cave and attempt to get in. Their plans are foiled when the entrance blows up. Rattrap congratulates Silverbolt on the blast, but Silverbolt says that he didn't do it. The Predacons are forced to retreat back to Megatron, who chastises them for their incompetence.
Later, though, it becomes clear that Tarantulas blew up the entrance so that he could return and have the cave for himself.
Inferno "As you command, My queen"
Megatron: "Ugh, I do wish that he'd stop calling me that."
- —Inferno falling back on old habits.
"Well then, partner. lets head'em up and move'em out"
- —Tarantulas not too subtlety mocking Quickstrike.
Quickstrike "Well, there's just no figurin' a female!"
Tarantulas: "A fact of life, Fuzor."
- —With all his feminine insight, Tarantulas might have been a real ladies man if it weren't for his being, y'know, creepy and insane.
Tarantulas: "Of course, you realize this means war."
- —Tarantulas channels Daffy Duck.
Writers: Len Wein
Original Air Date: November 16, 1997
Major Characters (in order of appearance): Quickstrike, Megatron, Tarantulas, Blackarachnia, Rattrap, Silverbolt
Minor Characters (in order of appearance): Waspinator, Inferno, Optimus Primal, Rhinox, Cheetor
- When Tarantulas says "...and we do live to please Megatron.", the green 'eyes' on his chestplate are missing.
- Every time Silverbolt growls in this episode, he sounds like Dinobot. (Of course, when the dude who does your voice does three other voices, you're gonna get mixed up every now and then.)
- As Tarantulas moves towards Blackarachnia, stating, "You won't live to gloat about it!" the "shell" on his back is on backwards.
- Tarantulas says "Of course, you realize this means war," at one point, a phrase commonly used by Daffy Duck.
- Tarantulas says "Be it ever so humble, there's no place like home," a reference to the traditional song "Home! Sweet Home!".
- It is very unusual that Tarantulas is capable of tossing a probe on the building supplies without anyone noticing (especially since the probe collides with the load with a heavy clang).
- When Megatron contacts Waspinator and Inferno, Waspinator salutes him and suddenly Inferno's laughter can be heard. Just then Inferno knocks over the tower onto Waspinator. Inferno was laughing out loud for the entire episode for some reason.
- While trying to get on Quickstrike's good side, Tarantulas talks like a cowboy. That's epic.
- Megatron's decision to construct a jamming station reflects the shift in the status quo caused by the Planet Buster's destruction of the local energon fields; without the energon to disrupt their radio signals, artifical means of blocking communication take on a greater importance.
- Why exactly Megatron thought it wise to entrust his two biggest schemers and the gullible idiot to undertake such an important mission is beyond anyone's guess. Why didn't he just send Inferno with them, or break up the arachnid duo to begin with?