Cheetor and Rattrap make a surprising discovery about their missing memories and the identity of Tankor.
- Japanese title: Memories of a Friend (友の記憶 Tomo no Kioku)
A gazelle-like beast watches Optimus Primal swing from tree to tree in a mysterious forest, following a trail of floating Sparks towards their nexus, the Allspark. Suddenly, the Allspark vanishes, and Primal is suddenly restrained by vines. As he watches, the placid forest disappears, the trees and grass replaced by buildings and steel. Before him, the face of Megatron laughs triumphantly as the organic vines become technological.
Optimus awakes, shaken. The dream is revealed to be an Oracle-induced vision. Cheetor explains that he was worried about his leader, as Primal was yelling and fearful. Primal rebukes him, saying that they should leave him alone no matter how worried they are. With Primal back in the Oracle, Cheetor takes over. Explaining to the Maximals that the Sparks of the Vehicon generals are subverted Maximal sparks, he tells them that they must extract the sparks somehow and reformat them into other technorganic Maximals to help them accomplish their goal (whatever that may be).
Cheetor suggests going after Tankor first, as he is slower then the others (in both speed and mentality). Blackarachnia suggests going after Thrust (for obvious reasons). However, she is the minority, so Tankor wins out. Cheetor splits them into two groups: Nightscream and Blackarachnia will distract Thrust and Jetstorm, while he and Rattrap will (hopefully) extract Tankor's spark and place it in a new body.
The three Generals are entrenched at a spaceport, supervising work. Tankor is coordinating the loading of a spacecraft, Jetstorm supervises the defense from the sky, and Thrust...is doing something important too. Probably.
Nightscream distracts the two latter Generals by destroying a building, prompting Jetstorm to give chase to the bat. Nightscream manages to escape and drains the energon from Jetstorm's body, weakening the Vehicon. Blackarachnia tries to talk to Thrust about his past identity, and he begins to experience flashbacks of prehistoric Earth, seeing "Optimal" Optimus, Rhinox, Cheetor, and Blackarachnia (all in their final incarnations) looking at him.
At the docks, Rattrap distracts Tankor by throwing a bomb at him, irritating him enough to give chase. Cheetor transforms to robot mode and leaps from Drone to Drone as Tankor fires at him. Rattrap interfaces with a crane and knocks Tankor away into some crates. Rattrap then attempts to interface with his mind. After some effort he finally manages to access Tankor's past memories and break his own amnesia.
Rattrap discovers that Megatron broke free of the Shuttle in transwarp space, where he was sucked away, and remarks that "that was the last of him." Eventually, the team returned to Cybertron and was immediately shot down by orbiting satellites.
Rattrap takes a breather from watching these records and wonders why they all seem to be from his point of view. He then plugs back into Tankor's brain. He sees Cheetor (in his Transmetal 2 form) and Primal (in "Optimal" configuration) escaping from tank drones. But the drones fire canisters that explode and release a green gas that envelops the Maximals.
Rattrap watches the Transmetals revert to their pre-Transmetal beast modes, while Silverbolt remains in the same form but lies on the ground helplessly. Stranger, though, is that Rattrap sees himself reverting as well. He wonders why this is, if these are his own memories. But then he sees his reflection in an approaching tank drone, and the mirrored face is Rhinox's. Which means that Tankor is Rhinox!
As Thrust and Blackarachnia talk, Jetstorm (now strengthened) arrives, buries Nightstorm under fallen rubble, and accuses Thrust of fraternizing with the "enemy". Thrust denies this, and Jetstorm puts pressure on him to remove Blackarachnia's spark. Grudgingly, Thrust shoots her and uses the device to steal it. Jetstorm prepares to take the spark to Megatron.
(Numbers indicate order of appearance.)
"Nice try! Someone need his targeting system recalibrated? Ha ha!"
- —Cheetor, still a kid at heart, even as a leader.
"And it's a hard fly to left field. He's going, going...GONE!
- —Cheetor, again proving that he's a kid at heart.
"These blasts! Gah! They're devolving us!"
- —Cheetor, mastering the obvious.
- The Maximals learn the whereabouts of their missing friends, in the most horrifying places.
- Technically, this would be the first appearance of Rhinox since his disappearance in Beast Machines, albeit from Tankor's unlocked memories.
- While the Maximals ponder which Vehicon to attempt to free first, their images appear on a screen along with Cybertronix text saying "we the unwilling are led by the unknowing to do the impossible for the ungrateful."
Animation and/or technical glitches
- We never discover what the tank drones are loading onto the spacecraft or why. Sure seems to be important, though.
- Although the Maximals' Transmetal modes seem to be powerful enough to injure and occasionally kill other sentient Cybertronians, and their vehicle forms seem to be extremely fast, there seems to be no evidence of the Maximals putting up a fight against the Vehicons, nor evidence of them using vehicle modes to escape.
- Not so much an error, but certainly an ambiguity, is that the nature of the green gas and its relationship to the virus are unclear at best. Those who were "devolved" (probably better put as "de-Transmetallized") were also spared the immediate paralytic effect of the virus. Both Rhinox and Silverbolt were never altered from their initial DNA scan states, thus they had no forms to devolve to making them more suceptable to the virus than the other returning maximals. *Blackarachnia isn't seen escaping the Vehicons, though she is briefly seen aboard the shuttle. It is likely that she immediately fled underground after the Maximals run away (as indicated by the first episode), but not before being hit by the virus.
- It can be summarized that Megatron's virus was designed to affect Transformers who had not yet taken alternate modes, and the devolving was an unforeseen side-effect.