Following Optimus's demise, the Maximals and Predacons receive new upgrades in the fallout of the Planet Buster's destruction.
Tropes:
- Bad Boss: Megatron has no problem smacking Scorponok aside and elbowing Waspinator, all in response to them praising him for causing Optimus's demise.
- Be Careful What You Wish For: After Rattrap reports trouble outside:Dinobot: At last! Battle!
Inferno: [appearing on the bridge] Ha-ha! If it's battle you want, then let it begin! - Bring It: After decking Blackarachnia, Airazor encourages her to try to resist.
- Call-Back: Just like in "Chain of Command", with Optimus gone, Dinobot tries to take command. But this time, Rhinox quickly stops that.
- Can't Kill You, Still Need You: Invoked by Blackarachnia to save herself from Megatron's wrath. Megatron had every intention of killing Blackarachnia for her and Tarantulas plotting behind his back, but she quickly points out that the Maximals are still in the game, despite losing their leader, and correctly deduces that, because of Terrorsaur and Scorponok's absence, Megatron is shorthanded and could use the troops, as the only other Predacon left is Waspinator.
- Dropped a Bridge on Him: Scorponok and Terrorsaur. They die five minutes into the episode and are hardly even mentioned afterwards, let alone missed.
- Easily Forgiven: Subverted. Megatron was fully prepared to kill Blackarachnia for what she and Tarantulas were doing behind his back. She only stays alive by pointing out how the Maximals have greater numbers.
- The End... Or Is It?: After Rattrap muses how the war just got a lot weirder, the scene cuts to two malfunctioning stasis pods.
- Game of Chicken: Rattrap and Megatron do this in their transportation modes. Rattrap wins by using his tail to trip Megatron up.
- Giant Spider: How Tarantulas appears inside Blackarachnia's mind.
- How Do I Shot Web?: Cheetor and Rattrap struggle to understand their new Transmetal upgrades.
- Also creates the potential for a funny offscreen moment to have taken place; did Megatron need to receive flying lessons from Waspinator before he reached the Axalon?
- Killed Off for Real: Scorponok and Terrorsaur.
- Leaning on the Fourth Wall: Waspinator's elation over surviving the quantum surge reflects how he was originally going to be killed off.
- Mandatory Line: Scorponok and Terrorsaur only get one line each before getting killed off.
- Mid-Season Upgrade: The shockwave from the destroyed alien machine gives a handful of both Maximals and Predacons shiny new "Transmetal" forms, including Cheetor, Rattrap, and Megatron.
- Mind Rape: Tarantulas's mind is inside Blackarachnia's body and forces her to do what he wants.
- Neck Lift: Rhinox towards Dinobot for mouthing off.
- No-Sell: Rattrap's weapons fare badly against Megatron. Cheetor's new flying ability doesn't do any better."New packaging, same product: losers."
- Nothing Is the Same Anymore: After all the Transmetal action, Rattrap notes, "The Beast Wars just got a whole lot weirder."
- O.O.C. Is Serious Business: Rhinox's bad mood, as Dinobot finds out.
- Pet the Dog: Well, more like the rottweiler. Contrast Megatron's treatment of Inferno in this episode to that of Waspinator, Terrorsaur, Scorponok, and Blackarachnia.
- Pragmatic Villainy: Megatron in spades. He enjoys gloating over Optimus's demise, but he wants to get to work defeating the remaining Maximals while they can be taken by surprise. Also, the only reason he doesn't kill Blackarachnia is because he's already short-handed.
- Raised Hand of Survival: As the two stasis pods malfunction, one of the protoforms' hands suddenly bursts through the hatch's window.
- Real Life Writes the Plot: Terrorsaur was killed off in this episode instead of Waspinator due to the latter's unexpected
Ensemble Dark Horse status. He and Scorponok were also shown being turned into Transmetals to provide a way to bring them back if need be, but that never occurred. - Red Eyes, Take Warning: Megatron displays these when Waspinator sees his new Transmetal form.
- Screw This, I'm Outta Here: Blackarachnia sneaks off, while the Maximals are distracted by Optimus's death. She also flees during the battle due to Tarantulas's insistence. Later, Waspinator bails when Cheetor knocks his blaster away.
- Tactical Withdrawal: Faced with four functional Maximals and only having a weapon-less Inferno, Megatron decides on a tactical retreat.
- Talk to the Fist: Airazor to Blackarachnia again.
- This Cannot Be!: Waspinator's reaction to Cheetor flying.
- This Is Gonna Suck: After the Game of Chicken, Rattrap is quite satisfied, until Megatron transforms back to robot mode and opts for a firefight.
- Would Hit a Girl: Megatron smacks Blackarachnia to the ground.
