As the Planet Buster begins destroying the planet's Energon, Optimus devises a desperate plan to destroy the device.
- Japanese title: 平和 を 守る ため に・・・ (Heiwa O Mamoru Tame Ni... "In Order To Protect the Peace...")
Out on patrol, Cheetor and Tigatron stare in awe at "the light at the end of the world," as the alien machine continues powering up in space. Primal makes contact and orders them to return to base. Rattrap is pessimistic about their chances of survival, but Primal assures him that Rhinox will find a way for them to survive.
The alien bungalow finishes transferring power to the moon, and in a flash, the aliens depart: "Termination sequence: engaged. Return to Nexus 0."
Megatron and the Predacons observe this from their base. Confronted with a machine intended to destroy them, Megatron activates a special program and scans the Maximal base, locating the spiders and Inferno within.
Tarantulas is nearly finished converting a stored stasis pod into his escape ship. Blackarachnia observes that it's a little cramped for two...but, weapon drawn, she has no intention of sharing the ride. Inferno arrives just then, blasts her, and sets Tarantulas on fire, knocking him out. Back at the Predacon base, Megatron detects the aborted flow of data to the stasis pod ship and reacts with fury.
The Maximals arrive at base, alarmed to find the shields down. Inside, they find Rhinox and Dinobot cyber-webbed to the ceiling. Primal sends Rattrap and Airazor to bring in their unwelcome visitors.
Inferno starts to examine Tarantulas's work, but is attacked by Blackarachnia, who eludes him with a display of gymnastics before blasting him with his own gun. Picking up Tarantulas's cyber-link goggles, she forms a link with the unconscious Tarantulas to obtain the data needed to finish the pod ship—but finds that staring into the abyss of the spider's mind means that it also stares back...
Megatron observes the data flow resuming, just as the altered moon opens fire on the planet with a broad, blinding power ray. Primal charges the Maximal base's shields as the external temperature begins climbing and deduces that the aliens intend to ignite the energon deposits. Megatron notes that this will obliterate the entire planet, an incredibly ruthless strategy that he rather admires. He assures his panicked troops that Tarantulas will save them, albeit inadvertently.
Blackarachnia finishes the pod ship, only to be discovered and held at gunpoint by Rattrap and Airazor. With Rhinox still out of commission, Primal is beginning to despair, when Rattrap summons him to the stasis hold. Primal is impressed by the ship and immediately orders Blackarachnia to change the command codes to respond to him. He intends to fly the ship up to the Planet Buster and detonate the transwarp cell to destroy it. With little alternative, Blackarachnia complies.
Soon all is ready, and Primal has poignant parting words with his worried crew before sealing the ship and launching it. Megatron scans the launch and notes with delight that Primal is flying the vessel. Primal soon reaches the Planet Buster, starts the ignition sequence, and gives the order to blow the hatch seals. But the hatch is sealed and locked! Megatron appears on his comm screen to gloat that he'd come up with the exact same plan—only in his version of events, the ship's pilot goes "up with the ship." As the timer counts down to zero, the Maximals frantically wait for Primal to make his escape. Primal pounds on the sealed hatch, to no avail. As the Maximals wonder what is going on, Blackarachnia tells them it's too late...in Tarantulas's voice.
The transwarp cell explodes, and high above the planet, the Planet Buster is annihilated...along with the pod ship and its pilot.
- Writer: Larry DiTillo
- Director: Ezekiel Norton
(Numbers indicate order of appearance.)
Rattrap: Aww, I've been saying it even since we hit this mudball: We're all gonna die.
- —Yes Rattrap, we heard you say it too so give it a rest.
Inferno: You're no match for me! BURN TRAITOR, BURN! MUHAHAHAHA! [Inferno sets fire to Tarantulas who runs screaming]
- —Disco Inferno, doin' what he loves.
Airazor: Cheetor and Tigatron are coming.
Rattrap: Oh, terrific, now we can all get reduced to hot-burnin' slag together.
Primal/Airazor: SHUT UP, RATTRAP!
- —Nobody wants to hear Rattrap's opinion of what's going to happen to them.
Megatron: Brilliant! They're causing a chain reaction which will rip this planet to atoms and destroy all traces of them—simply to deal with us! Such sheer ruthlessness. Such disregard for sentient life! ...I rather like these aliens.
Terrorsaur: Like them?! They're trying to destroy us!
Waspinator: Waspinator not want to be destroyed! Waspinator has plans!
Scorponok: Megatron will save us!
Megatron: I think not. I've reserved that task for Tarantulas.
- —The Predacons react to the Planet Buster.
Blackarachnia: We—I did it!
Airazor: Hooray for you.
[Blackarachnia finds herself held at gunpoint.]
Blackarachnia: Did you know we have a truce?
- —Blackarachnia's been out of the loop for a while hasn't she?
Optimus: Every one of these alien structures has been designed for a specific purpose, Rattrap. This one is busy, and I bet I can fly close enough to take it out.
Rattrap: With what? One of your famous "We can do it" speeches?
Optimus: A transwarp explosion.
Blackarachnia: Hahaha! You'll blow yourself to atoms!
Optimus: If it saves this planet, it'll be worth it. If not, I'm no worse off.
- —An ape's gotta do what an ape's gotta do.
[After almost every member of the Maximals has nobly offered to sacrifice themselves in Primal's stead]
Optimus: Well, what about you Rattrap?
Rattrap: Hey, suicide ain't in my job description.
- —Rattrap's a dick. Awesome... but a dick.
Blackarachnia: Just like a coffin.
- —Encouraging words for anyone getting into a stasis pod.
Airazor: He's almost inside the alien structure. Why dosen't he ditch?
Rattrap: Aw, come on, fearless leader! Get it in gear!
Blackarachnia: (in Tarantulas's voice) Too late. Good bye, Optimus. Hehehehehehehehehehe.
Megatron: Oh, you Optimuses do love to sacrifice yourselves, don't you? But fortunately, this time, your foolishness will destroy you and your Maximals. The Beast Wars are over, Optimus! You lose. Hahahahahahahahahaha!
Optimus: NOOOO!!! NOOOOOOOOO!!!!! MEGATROOOOOOOOOOOOOOOOOOOOON!!!!!!!!!!
- — Hmmm. This seems familiar.
Animation and/or technical glitches
- When Megatron is scanning for units inside the Maximal base, the Predacon computer states that Blackarachnia and Tarantulas are in the stasis hold, but shows their position in the middle of the ship. In the first episode it shows the stasis pods being launched from the rear of the ship.
- Megatron's line, "You Optimuses do enjoy sacrificing yourselves," is a reference to the original Optimus Prime and his numerous deaths. And every Optimus since then.
- When Scorponok asks what the metal ring in the sky is, Megatron responds: "Well, I'd say it was the instrument of our destruction"--possibly a reference to the song "Instruments of Destruction" from The Transformers: The Movie
- Primal screaming "MEGATRON!!!" is reminiscent of a certain captain screaming at a certain enemy in a a certain movie. The only difference is that Primal was actually doomed.
- A planned but never-produced G1 cameo was planned for "Other Voices Part 2". The intent was for Megatron to gloat to Primal while the latter was trapped in the stasis pod—by projecting an image of the Autobot leader, Optimus Prime, on Primal's viewscreen as Primal raced for the false moon and met his demise. 
- Among the debris flying past the screen at the end is Optimus Primal's chestplate... and severed head.
- Waspinator says he has plans. We never really hear about them again... but the same threat was repeated in another continuity. We also never heard about those plans either. Whatever these plans of his are, they sound surprisingly ominous for something Waspinator is talking about.
- Finally the mystery of the second moon is revealed, although a bit too late to stop it totally.