Captured by Ravage, Megatron lets the former Decepticon warrior in on the secret of the Golden Disk and gets him to switch sides.
With Megatron a prisoner and the Predacons scattered, the Maximals prepare to wrap things up. Optimus Primal summons Silverbolt to his office and comes down on him about Blackarachnia. Silverbolt points out that she was originally a Maximal protoform and that he himself was a Predacon once, but Primal counters that Blackarachnia is evil to the core, whereas Silverbolt just didn't know any better. He confines Silverbolt to quarters and dispatches Cheetor to deal with Blackarchnia, despite Silverbolt's request to be sent, if only to protect Cheetor.
In his cell, Megatron berates Ravage for siding with the Maximals, to which Ravage responds that Megatron is an inferior leader when compared to his namesake. Megatron also points out that Ravage's ship is depleted of energon. He offers a stash of cubes for his freedom, but Ravage reveals he already knows the stash's location, as Tarantulas is a Lieutenant in the Predacon Secret Police. Cheetor prepares to go out for Blackarachnia, but first apologizes to Silverbolt, who also apologizes—for the punch he gives Cheetor right afterward. Escaping, Silverbolt locates Blackarachnia following Waspinator to a mountain. Silverbolt begs her to come in, but Blackarachnia claims to have no feelings for him at all. To prove her point, she shoots him. But as Silverbolt points out, it was non-fatal, saying she does care for him and won't simply kill him. While they are distracted, the hoverpod they're in rams into Waspinator, shattering both, but Silverbolt saves Blackarachnia. (Waspinator is out of luck, as usual.)
Heading for the energon cubes, Optimus and Cheetor discover that they are actually unstable crystals and part of a trap by Megatron. Inferno attacks, but soon suffers from energon buildup. Inferno then ignites the crystals in an attempt to destroy them all. The chain reaction destroys the mountain and seemingly incinerates Inferno, but Optimus and Cheetor manage to escape. Once they're safe, Optimus informs Ravage of what happened.
At his ship, Ravage confronts Megatron over his treachery. Megatron points out that Ravage intends to kill them all, Maximal and Predacon. Ravage admits to this and arms the vessel's internal autoguns. Desperate, Megatron reveals he had ulterior motives for stealing the Golden Disk, something which could affect the Great War. Ravage doubts him, pointing out the Disk's destruction, but allows Megatron to convince him. Released from his power bonds, the Predacon commander reveals that he still has a fragment of the Disk, and it holds proof that Ravage will believe—a message from the original Megatron, the leader of the Decepticons. Noting his potential defeat, Megatron left instructions for the descendants of the Decepticons to use transwarp technology to travel back in time to Ancient Earth. Although the message cuts out partway through, the Predacon's gambit succeeds: Ravage, moved by the sight of his former leader, releases Megatron.
At the mountain, Blackarachnia and Silverbolt discover that Megatron was already there, having dug a tunnel and then sealed it. Blackarachnia attempts to make Silverbolt leave, but finally accepts his help. As Optimus and Cheetor return to the Axalon, Rattrap radios Optimus, telling him they no longer need to depend on Ravage—he's switched sides! As Ravage transforms to interface with his ship, the Predacons launch an attack.
(Numbers indicate order of appearance.)
"Ahhh...I useta be young like that."
"D'yah, I mean, we got trouble. Ohhhh, yeah."
- —Rattrap and Optimus Primal on Silverbolt's escape to find Blackarachnia
"I know how you're feeling. You don't know whether to kiss me or... kill me."
"I'm a black widow spider, you idiot! ...I can do both."
- —Silverbolt and Blackarachnia
"This is Megatron, leader of the Decepticons. And if you're hearing this, it means I've failed...this time.
- —Megatron, causing the fandom to rejoice at his appearance, yet complain that Frank Welker didn't provide the voice
- —Ravage, before transforming with the traditional noise into a mini-cassette, causing the fandom to rejoice without any complaints
- Primal has a tiny trophy of a gorilla on his desk.
- Apparently Silverbolt is
stupidchivalrous enough not only not to harm Blackarachnia, but to assist her actively in carrying out Megatron's nefarious schemes. Bad doggy. Bad, bad doggy.
- Waspinator's "death"
- Waspinator gets blasted apart after the modified stasis pod slams into him. Mainly because Blackarachina was not watching where she was going.
- Tarantulas heads the recovery mission for Megatron's energon stash, yet it's been established that his new base is loaded with stable energon. Why doesn't he and Ravage simply use that to repower the stealth cruiser?
- Along those same lines, it's odd how Ravage, one of Generation One Megatron's closest confidants and most loyal allies, didn't know of the secret message his leader put on the Golden Disk. Clearly, Megatron doesn't have the same trust in his allies as they do in him.
- When Megatron shows the recording from the remains of the Golden Disk, the face and voice of the original Megatron are shown.
- When Ravage transforms, the sound effect is the one used by all Transformers in the original series.
- Originally, when Ravage transformed and inserted his cassette mode into the control console, the The Transformers cartoon theme song was going to play during his first cry of "Decepticons Forever!" and subsequent attack on the Axalon. However, due to copyright constraints, this plan was dropped, and a more generic song was put in its place.
- Efforts were made to get Frank Welker to provide the voice for Megatron's message, but financial and scheduling conflicts precluded this from happening. Gary Chalk voiced him instead.
- When Waspinator is smashed to pieces by the stasis pod ship, a toilet is seen falling down among the wreckage.
- After the crash with Waspinator, when Blackarachnia is saved by Silverbolt, he either breaks the fourth-wall or is genre savvy when he tells her "...and, I'm a heroic character."
- Silverbolt's words about "kiss me or kill me" may be a reference to Ash Williams.
- Ravage uses Dr. Evil's raised-pinkie gesture on Megatron.
- Waspinator has uncanny abilities to ruin perfectly good moments.
- According to this episode, Rattrap is older than even Optimus knows. Exactly how old is a mystery, as he seems to not like talking about it.