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Airachnid goes rouge once more and escapes the Decepticon ranks by killing Breakdown and discovers an Insecticon. When she gains control over the bug, she plans to use it to terminate Megatron. Meanwhile Starscream continues to give away Intel to the Autobots and Optimus Prime shows a more darker side.
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While Soundwave continues to decode more of the Iacon data base, Airachnid volunteers her services to find them once their locations have been found. However as soon as she leaves the room, Soundwave plays a recording of her showing her true colors. Megatron then calls Dreadwing and gives him the task of terminating Airachnid so he may take her place of first lieutenant. He also suggests bringing back up.
On the mission Dreadwing, Airachnid and Breakdown track an Energon spike which works to their plan of terminating the spider, but Airachnid insults Breakdown enough for him to lose his temper and attack. However Airachnid webs his face and engages Dreadwing, webbing him to a tree and losing one of her spider legs just as Breakdown recovers. Breakdown then follows Airachnid into the forest and falls for a trap set up by her. Airachnid then uses this chance to kill Breakdown, who is later discovered by MECH soldiers, as Dreadwing attempts to find him.
In an energon mine, Starscream looks for Energon scraps but finds an Insecticon and gets on its nerves which provokes it to attack him. However Airachnid discovers it and gains its trust. Starscream proposes a truce with Airachnid to use the Insecticon to kill Megatron. Airachnid agrees on the killing Megatron part but not the truce and attempts to have the Insecticon kill Starscream but the former second in command is able to escape but with a wound to his hip. At Autobot base, Ratchet and Bulkhead pick up another message from him and head out to see what he has to say. He informs them of the Insecticon and Airachnid's betrayal, meanwhile Airachnid call the warship and challenges Megatron to a fight.
The Autobots begin to bicker over trusting Starscream and Megatron arrives to find Airachnid and fights the Insecticon. The Autobots then arrive to see this sight and believe that Starscream set them up to get rid of all of his enemy's. Arcee takes off and fights Airachnid while Megatron finishes off the Insecticon and becomes surrounded by the Autobots. Optimus stares at him and in a surprising change of character attempts to terminate him when he's helpless. However Dreadwing and a squad of Vehicons and free him.
Arcee becomes trapped and is almost killed but Starscream comes to her rescue and saves her. Meanwhile, Airachnid discovers and entire nest of Insecticons.