On a dark and stormy night aboard the nemesis, Starscream bemoans his current situation in Knock Out's laboratory, having to compete with Shockwave for Megatron's favor. His whining is interrupted much to his annoyance by groans and moans from Cylas, who is strapped to a table and begging to be freed by Starscream. Knock Out injects Cylas with a derivative of the Synthetic Energon he recovered from the Autobots. The compound drives Cylas into a rage, which Knock Out notes is one of its erratic side effects. Starscream sees in Cylas's fury the makings of a super-soldier for Megatron, which just might win back his favor.
Starscream attempts to inform Megatron of this discovery, but the Decepticon leader is only interested in discussing the status of the Predacon Protoforms with Shockwave, who is reporting in from his off-site lab. Brushed off by his leader as unimportant, Starscream sulks on his way back to Knock Out's lab.
Cylas becomes more enraged with each new injection of Synth En and his eye glows green. Knock Out explains that the more the compound is administered, the faster Cylas burns through his own natural energon reserves, which explains the green eyes. Starscream cannot see the use of having another unruly beast that can't be controlled, but then has an idea: Dark Energon. Knock Out objects, reminding Starscream that the "Blood of Unicron" once turned their own warship against them. Starscream then counteracts the doctor's concern, saying that the warship gaining sentience was the result of a massive dark energon infusion. What Starscream is suggesting for this particular operation is a controlled, minimal injection will merely place Cylas under Megatron's command, via their leader's symbiotic link with the substance while also saying that "super-soldiers" are a military concern and thus, the project falls under his supervision, not Shockwave's.
Under orders and under protest, Knock Out injects Cylas with Dark Energon. Cylas temporarily powers down before rebooting in a rage with his eye glowing purple this time and breaking free from his bonds. But after only a few steps, he crumbles to his knees, desperately low on energon. Starscream expresses irritation, which prompts Knock Out to remind him that the Synth En formula causes the user to burn through their natural Energon reserves faster. This leads Starscream to suggest that they withhold further infusions to allow Cylas to calm down a bit. Then with a fierce roar, he reveals the exact results the experiment as created; his upper teeth transform into fangs and his lower jaw splits into monstrous mandibles that have veins of Dark Energon on the inside and a long, fanged proboscis emerges. He attacks, snapping Knock Out's prod and sending Starscream and Knock Out fleeing down the halls of the ship.
Once a safe distance away, Knock Out suggests sounding the alarm. Starscream disagrees, not wanting Megatron to learn of their actions. He claims that once Cylas attempts to feed upon the ship's highly trained Vehicon troopers, they will take care of the threat.
However, Starscream's assumption is proven wrong elsewhere when one of the Vehicons is blindsided by Cylas, who grabs the trooper and sucks out his energon within seconds.
Starscream and Knock Out plan the disposal of Cylas's corpse when they find the Vehicon's corpse instead, which is completely drained of energon. While the two argue about who's to blame for their predicament, the dead Vehicon rises as a reanimated Terrorcon vampire and reveals the same segmented jaw and bladed proboscis that Cylas had causing both Knock Out and Starscream to scream in terror. Starscream's blaster fire only staggers it, and Knock Out suggests aiming for the Terrorcon's head, believing that will stop it (at least according to the the things he's seen in horror movies at drive-in theaters). Though Starscream's missile is successful in decapitating the monster, it doesn't stop it in the least, as the body lumbers forward with the proboscis still sticking out of the neck-hole. A concentrated volley of blasts to the Vehicon's chest destroys the monster's revitalized spark, severing its link to the Dark Energon and destroying it for good.
Knock Out posits that the entire crew is in danger, as Cylas could pass along the mutation in the same manner, a theory that's borne out when they find themselves pursued by an entire horde of bloodthirsty Terrorcon vampires. Starscream and Knock Out lock themselves in a comm room to get a breather and assess the situation, coming to the conclusion that it's indeed dire. Accepting that this may be the end, the two Decepticons exchange final pleasantries and step back into the hall…right into Megatron, who angrily demands to know why the Dark Energon in his spark has been pulsing. Starscream provides a slanted explanation, but Megatron doesn't believe it until he's forced to destroy an attacking Terrorcon, which doesn't follow his command as was the point of the dark energon dose.
After a more extensive debrief of the situation, Megatron puts the ship on high alert and orders Starscream and Knock Out to hunt down Cylas and destroy him. While they do that, the remaining Vehicons and the Insecticons hold their ground against the Terrorcon vampires. During their hunt, Knock Out complains about why they should be hunting down Cylas when Megatron could've more logically sent the Predicon. However, Starscream immediately shoots down the idea, taking in the gruesome possibility of what will happen if it became infected.
Cylas wanders into the ship's vault snarling and repeating the word Energon over and over. Sensing energon within the very stasis pod containing the eight-legged assassin, Airachnid, he breaks it open, freeing and reviving her. Cylas attempts to drain her energon, but Airachnid is able to immobilize him with webbing long enough to deliver a killing blow. However, still thinking it's Breakdown, she plans to finish her work by tearing out his very spark. Her shredding eventually uncovers the human within, realizing it was Cylas. Airachnid smugly thanks him for freeing her, and with his dying breath, Cylas thanks her for ending his nightmare once and for all. Afterward, she immediately re-establishes her telepathic control over the Insecticon hive and commands them to return to her. Their sudden departure is noticed by Soundwave.
Starscream and Knock Out discover Cylas' corpse in the vault. Starscream is elated until Knock Out points out Airachnid's destroyed prison, followed by Megatron ringing them for a status update. Starscream tells him that he has both good news and bad news.
Airachnid leads the Insecticons through the halls of the ship, ordering them to massacre every single Decepticon in their path. At the end of the hall, Soundwave calmly steps forward to face them. The bug-bots attack, and Soundwave opens a Space Bridge directly in front of him at the last second. Before they can react, Airachnid and the Insecticons are transported away. As the bridge closes behind her, Airachnid realizes that they have been exiled to a moon orbiting the abandoned Cybertron and screams in rage with no hope of returning to Earth.
Aboard the Nemesis, Megatron contacts Shockwave again to inform him they're implementing his containment protocol to prevent further outbreak. He also tells Shockwave to speed up the Predacon cloning project, as they have now lost more than half their military forces. Knock Out is sternly reminded that he is the ship's medic under Shockwave's command, and is forced to turn over all of his experimental projects to the scientist. Megatron then turns to Starscream, intent on teaching him a lesson the only way that seems to get through to him...
Back on the Cybertronian moon, Airachnid instructs the Insecticons to "Serve their Queen." A careful camera angle reveals that she is sustained a small bite from Cylas and she is infected too. Horrors are confirmed all too well when and quickly drinks the energon from one of her minions who willing stepped forward, and the rest of the Insecticons line up obediently to await their turn.
- Knock Out discusses the events of "Stronger, Faster" and "Flying Mind" with Starscream, even though Starscream wasn't part of the Decepticon ranks when either took place. While it is conceivable that Starscream learned of the events of both episodes through the ship's logs or another source, Knock Out speaks as if they were both witness to them.
- Airachnid lost one of her spider legs to the closing pod door when she was put in stasis, but all six are intact in this episode.
- Starscream's missile cleanly beheads a Vehicon, leaving no burn marks or exposed circuitry of any kind. For that matter, the headless Vehicon reveals that there is no "joint" on the model for the head to attach to, just a completely flat surface with a hole for the tongue. You normally don't see it because the neck just goes straight into the base of the collar, as if the collar form-fits around the neck.
- This is the first episode which doesn't feature the Autobots in any capacity. Previously, "Patch," the last Decepticon-centric episode, had flashbacks which contained Autobots even though none appeared in person. However, it is worth noting that the Vehicon that appears behind Megatron is voiced by Peter Cullen, who voices the Autobot Leader, Optimus Prime.
- This is the series' second bottle episode, the first being Scrapheap, where the autobots had to defend their base from a swarm of bloodthirsty scraplets.
- On-the-move teleportation seems as if it's becoming Soundwave's signature move, having used it to dispatch Arcee in "Orion Pax, Part 1" and to claim the Predacon fossil in "Project Predacon."
- Soundwave's groundbridges apparently have ridiculously long range, seeing as how he was able to banish Airachnid to Cybertron.
- Megatron alludes to the beatings he bestowed on Starscream in "Darkness Rising, Part 4" and in-between the episodes "Out of His Head" and "Shadowzone" when he prepares to punish Starscream "the only way he understands."
- Starscream and Knock Out's little scene of accepting their near end is similar to Optimus and Arcee's scene in Scrapheap. Only difference was that they were dealing with vampires and Optimus and Arcee were trapped in the Arctic where they were minutes away from dying of hypothermia.
- The Synthetic-Dark Energon mutagen created by Starscream and Knock Out in this episode shares several similarities with the Reaper Strain from Blade II. Both turn the chief non-human species of the series into rabid, primal bloodsuckers which are driven to infect others and suck their blood/Energon with a fanged proboscis. The Energon mutagen and the Reaper Strain are also both artificially created by the enemy by accident and proceed to become a deadly epidemic among the antagonist faction's ranks.
- Starscream says that if Predaking got infected there would be no stopping him. This is proven in Predacons Rising where nothing stops the undead Predacons until their master is imprisoned.
- On that note, where was Predaking when this hit the fan?
- This is probably one of the most mature episodes in the show, certainly not for children, especially for someone who is watching this for the first time.
- The storm that surrounds the Nemesis is actually justifiable in this episode, given its dark plot.
- Megatron calls Cylas the "Plague Bringer", this may be a possible reference to the Black Death which was brought upon by rats biting humans, killing thousands and depopulating Europe. This is what happens in this episode, aside from the fact the Black Death did not cause their victims to become undead rampaging bloodsuckers.
- This episode has several similarities to the G1 episode "Dweller in the Depths" The Quintessons intented to use the Dweller to drain the power out of every Transformer similar to Starscream's plan to turn Cylas into a soldier that Megatron can control. The Dweller went on a rampage, draining the power from anyone in its path using its tentacles and nets, similar to the probosices that the Terrorcons use. Both are defeated, but at a cost. The Dweller is launched into space with the new Power Core, and the terrorcons are defeated. The Autobots must wait for several episodes for their new power core to be built, and the Decepticons lose more than half their strength. Starscream is beaten by Megatron and the Quintessons are presumably killed by the Dweller when it latches onto their ship.
- Megatron tells Starscream that "You have been awarded more chances for redemption than anyone in Decepticon history!". This implies that he regrets killing Dreadwing, as Starscream has caused a number of errors in Season 3 so far in attempts to please him. Dreadwing was only given one chance to stand down before being terminated.
- Ironically, in the very episode where Dreadwing is slain, Megatron is all like "Do not ever make me regret which one of you I spare", which he does in this very episode.
- On that note, the fans assumed that Dreadwing would become a Terrecon and attack Starscream, but his body wasn't in the warship. This raises the question of what happened to it, though it is entirely possible they disposed the body in a secret manner or placed Dreadwing's body in a tomb like Skyquake's (most likely the same tomb Skyquake was locked away in before being reanimated and imprisoned in the Shadowzone).
- It is possible that the Dark Energon injection revived Breakdown and rendered Cylas's control obsolete. This is possible as whenever we hear the husk's voice, it resembles Breakdown, with Cylas not even speaking until he is killed.
- Breakdown's body is destroyed again but this time for good.
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