A strange creature emerges from a damaged stasis pod, and both Rampage and Silverbolt find a strange type of kinship with it.
As Megatron sleeps off the damage he took in his last battle, Rampage sneaks into his chamber, intent on stealing back his Spark. His plan is foiled foiled however, as Megatron grabs it and uses it to wrestle him back under control. Meanwhile, Rattrap, Cheetor and Silverbolt are en route to find and destroy several of Megatron's jamming towers, which happen to be located on an unstable fault line. Sure enough, a large earthquake occurs, causing the trio to become separated. The falling debris from the tremor buries Cheetor and Rattrap and reveal an unstable stasis pod that had previously been stuck under the earth. Megatron sends Rampage and Inferno to retrieve it; Inferno reaches the pod first and tries to drag it back but is quickly defeated by Silverbolt. Rampage arrives at the scene and instantly feels a connection with the unborn Protoform, sensing that it, like himself, is somewhat of a lost soul. At that very moment, Silverbolt returns to the pod and confronts Rampage, but both are thrown back as a powerful psionic scream destroys the pod. The Maximals all converge to the cliff's edge just in time to witness the emergence of Transmutate.
It is revealed that the newly-born Transmutate is severely malformed and misshapen, likely as a result of heavy damage taken from the surrounding unstable terrain. While Rattrap expresses his disgust over the new arrival, Silverbolt and Rampage respond positively to it and immediately implore her to join their respective factions. Just at this moment, Inferno returns and starts a fight, provoking Transmutate to invoke its scream again. The psionic energy incapacitates all of the surrounding Transformers, leaving Rampage (unaffected thanks to his indestructible Spark) to escort her from the scene, promising that as her "only friend", he will protect her. The Maximals come to, just as Optimus arrives. Rattrap and Cheetor head back to base while Silverbolt and Optimus go to find Transmutate. Some distance away, Megatron checks in with Rampage via holographic projection. Upon seeing Transmutate, he is taken aback at her appearance and shows little interest in recruiting her, since she has no Beast Mode and is unable to transform. Dismissing her as worthless, he orders Rampage to destroy her. Rampage protests and begs for a chance for Transmutate to prove herself, which Megatron reluctantly grants. Later, Silverbolt catches sight of Transmutate seemingly lying comatose, but as he approaches her, he learns too late that she is acting as a decoy, and is brought down in the resulting Predacon ambush. Transmutate hesitates when ordered to destroy Silverbolt, causing Inferno to turn on her, an act that prompts her to attack him with her psionic scream and sends him flying. Just as Rampage steps forward to attack Silverbolt, Optimus arrives and buries him under a rock. Perceiving Optimus as a threat, she prepares to unleash her scream once more, but is calmed down by Silverbolt. Transmutate, seeing that Silverbolt is damaged, reveals a latent flying ability and uses it to carry him back to the Axalon for repairs.
At the Maximal base, Optimus and Rhinox come to the conclusion that, with her near-non-existent intelligence, damaged logic circuits and uncontrollable power, Transmutate is too dangerous to be kept in her current condition, suggesting that she be put into Stasis Lock. Silverbolt becomes extremely upset by this, chastising Optimus for being so willing to toss aside a fellow Transformer just because she's not perfect (it is apparent here that Silverbolt is also referring to his own "imperfect" structure, since he himself is the product of a stasis pod malfunction).
As Transmutate wanders about the Axalon, Rampage contacts her and persuades her to fly to his position. She innocently does so, causing Silverbolt to leave the Axalon in search of her, fearing the worst. He arrives in time to see Rampage attempting to leave with her in tow. A brutal fight ensues, and as both Maximal and Predacon fire their missiles at one another, Transmutate flies in to intercept them, stricken with grief at the sight of her only friends trying to destroy one another. She manages to stop the missiles, but sacrifices her life in doing so. Now in pieces, she uses the last of her strength to say goodbye to her friends. Devastated, Rampage holds her now lifeless head and he cries out in despair.
Optimus and Cheetor arrive on the scene, and prepare to attack Rampage. However, Silverbolt tells them to stand down, and in a show of respect for his fallen friend, leave the Predacon to grieve in peace.
[Rampage 'quietly' enters on a sleeping Megatron, but is caught out]
Megatron: Did you really think to catch me so unaware? I think you need a little reminder. Yeess..."
[Megatron squeezes Rampage's Spark Chamber. Rampage struggles]
Rampage: You've... proved... your point!
Megatron: Never forget who holds the essence of your Spark. And thus, is your master.
Rampage: That I promise you.
Rattrap: Oh man. There's a whole lotta shakin' goin' on around here...
Silverbolt: It seems unlikely that Megatron would build a jamming station in an...unstable region.
Rattrap: Yeah. Ya mean, it's no fault o' his! Eh eh eh eh eeh. Get it? Fault?
[Rattrap laughs to himself. Silverbolt looks lost]
Rattrap: Earthquake, hello?
Silverbolt: [halfheartedly] Yes, I see. Haha! Most...amusing...
"NO! You will not have it, Optimus! The darkness of its spark echoes my own! It belong with me!"
- —Rampage vows to get Transmutate back
"Are we Predacons now?! Do we destroy that what does not fit our view of perfection?!"
- —Silverbolt, who is very pissed off by what the Maximals want to do with Transmutate.
[Transmutate looks at Silverbolt]Friend...good. [Transmutate looks at Rampage]Friend...dark. I...am...hurt.
- —Transmutate's last words
[Transmutate flies to the voice of Rampage]
Rampage: I knew you wouldn't fail me. We are two of a kind. We belong together.
Silverbolt: [calling from behind] Stop! This one is not for you!
Rampage: It is ONLY for ME!. [Rampage attacks Silverbolt]
Optimus Primal: Cheetor and I will take care of Rampage.
Silverbolt: No. Let him be. For the moment, we are brothers.
- —Silverbolt showing mercy towards Rampage after Transmutate's death.
Writers: Christy Marx
Original air date: March 10, 1998 (Cartoon Network Preview); May 2, 1998 (Regular Syndication)
- When new, this episode was at the center of an April Fool's joke gone horribly, horribly wrong. A copy of the script was altered by persons unknown at Mainframe to include some rather lurid scenes, such as Rattrap mounting Transmutate. Regardless of whomever the victim of the joke was intended to be, the altered script found its way onto alt.toys.transformers, to the horrified chagrin of the fandom  .
- As if that weren't bad enough, the script was leaked before the episode actually aired in the US, leaving the fandom debating whether the entire story, and the naughty bits in particular, were actually legitimate.
- This is the first episode of the entire series in which Waspinator does not appear, the longest streak of appearances any of the characters have.
Animation and/or technical glitches
- When Transmutate unleashes a burst of energy upon exiting its pod, knocking Silverbolt and Rampage for a loop, Rampage is missing his robot mode "kibble".
- When Silverbolt declares to Rampage "This one is not for you!", he's missing his wing assembly.
- You can still see pieces of it when he waves his arm.
- Rampage calls the protoform Transmutate before he actually asks it for a name and goes through his "Part transmetal," description and decides upon the name, Transmutate.
- Rattrap claims that Arcee is his great-aunt.
- Also, Susan Blu, Arcee's voice actor, provided the voice of Transmutate.
- The way Rampage holds Transmutate's head at the end is similar to William Shakespeare's Hamlet, in which Hamlet hold the skull of his deceased servant and friend, Yorick.