Nightscream pursues Jetstorm, who has captured Blackarachnia's spark; meanwhile, Optimus and Rhinox have a heart to heart.
- Japanese title: Mission of the Stars (星の使命 Hoshi no Shimei)
(Numbers indicate order of appearance.)
"Gee, good thing Tankor turned out to be a friend! Imagine if he was recycled FROM A PREDACON!"
"Rhinox...thank the Matrix you're alive!"
"This is Megatron's doing. But I can help you."
"STAY AWAY FROM ME. Megatron isn't the problem. YOU are!"
"You—you don't know what you're saying! Megatron has started a war between the organic and the technological...but we can overcome the destructive force of his rampant technology!"
"Don't you see, Optimus?! Nature is the destructive force! Megatron's right...as long as sparks remain individualistic, the wars will only continue!"
- —Optimus Primal has a heart-to-heart with Rhinox. Needless to say, it doesn't go well.
"IMPOSTER! The Rhinox I knew would never side with Megatron!"
- —Cheetor, angry at Rhinox's betrayal.
"Rattrap! Use your tail interface...if Rhinox won't change his mind, we'll change it for him!"
- —Cheetor, ironically issuing a command that Megatron would have given.
"Goodbye, Optimus. When we meet again, it will not be as allies."
- —Rhinox's parting words to Optimus.
"Was this planet ever organic to begin with?"
- What caused Rhinox to become evil is never really explained in the series; popular fan theory is that Rhinox's corruption is the result of the Maximals reactivating his core consciousness without deactivating Tankor's Vehicon programming, resulting in them 'restoring' Rhinox to a new variation of his Predacon self as seen in "Dark Designs".
- Rhinox's character model from Beast Wars makes an appearance in this episode.
- Rhinox has changed from good to bad, a little familiar?