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.

When Blackarachnia overhears Optimus and Rhinox discussing her Predacon reprogramming by Tarantulus, she comes to believe that Optimus has decided to surgically remove Blackarachnia's Predacon core without regard for the risk to her and she deserts the base. While on the run she is hunted by Dinobot II. Silverbolt pursues as well, and confronts her on her desertion, at which point she reveals to him why she left. When she confronts Optimus with this, she is told that while the reprogramming could be beneficial to her, it is and always has been her choice to make whether or not to undergo the process. Feeling that the threat to her life is over, she returns to the Maximals.