After failing to set up base defenses, the Maximals attempt to salvage Sentinel from the wreckage of the Axalon. Rattrap pilots a submarine into the submerged ship, where he is attacked by Rampage. Depth Charge arrives, but only wishes to kill Rampage. Without Depth Charge's help, Inferno and Waspinator steal Sentinel from the Maximals, and it is installed into the Predacon base.

Megatron creates a Transmetal II clone of Dinobot, and Cheetor and Depth Charge attempt to interrupt the process; instead, Cheetor is presumed dead after he is exposed to the machine in an explosion. The Predacons soon come under attack from a mysterious feral beast, as a heavily damaged Cheetor returns to Maximal base.