The Maximals, outmatched by the Predacons attempt to hold them off long enough for Rhinox to finish his out-of-body excursion into transwarp space, all the while Blackarchnia plunders Megatron's secrets back at base.
Tropes:
- Back from the Dead: Like so many Optimuses before and afterwards.
- Bad Boss:
- Megatron really doesn't like getting alternative proposals.Megatron: [to Silverbolt] Question my command again, and I will tear you limb from mismatched limb, Fuzor!
- Immediately after this, Megatron orders his remaining soldiers to finish the Maximals quickly, before asking if there are anymore questions. Quickstrike starts one, only for Megatron to immediately grab and lift him while snarling angrily. Even after Qucikstrike explains his idea to make them suffer rather than finish quickly and have nothing else to do, an idea Megatron admits he likes, he still drops Quickstrike rather than put him down gently.
- After Blackarachnia explains Megatron's back up files were destroyed, Megatron hits Tarantulas.
- Megatron really doesn't like getting alternative proposals.
- Big Damn Heroes:
- Optimus makes his grand return just before the Predacons can finish off the team.
- Silverbolt knocks Megatron off the cliff before he can fire on Optimus.
- Big "NO!": Megatron, after Silverbolt knocks him off the cliff.
- Blatant Lies: Blackarachnia destroys Megatron's back-up files but claims Dinobot did it back in Part 1. Megatron is suspicious but lets it go for now.
- Brick Joke: Rattrap really did take Optimus's room. Needless to say, Optimus tells him to move out immediately.
- Came Back Strong: Optimus is a Transmetal now.
- Collateral Damage: Tarantulas and Quickstrike take aim at an unaware Optimus from behind a boulder, just as Inferno rounds a nearby corner. Inferno immediately opens fire, Optimus notices in time to duck, and the arachnids get blasted away instead.
- Didn't See That Coming: Silverbolt bought Megatron's anti-Maximal rhetoric, so he's stunned when Rattrap and Cheetor spare him when they have him in a vulnerable position.
- Due to the Dead: Subverted. Rattrap defends taking Optimus's quarters by saying, "The guy was dead."
- Everyone Has Standards: Played for the laughs in the penultimate scene when the Maximals learn Rattrap really did move his junk into Optimus' quarters. Even Dinobot's appalled.Dinobot: Opportunistic vermin!
- Face Death with Dignity: Dinobot specifically when it looks like the Predacons are about to win.
- Foreshadowing: Blackarachnia finds some secret codes and takes them for herself. Megatron doesn't quite believe her lie, either.
- Heel–Face Turn: Silverbolt, not that he was exactly evil to start with.
- He's Back!: Transmetal Optimus Primal.
- It Only Works Once: Rhinox's exploration of the transwarp rift allows him to retrieve Optimus's spark from the Matrix and plant it in the blank protoform they retrieved earlier, but with the rift fading even before Rhinox retrieved the spark it's clear that neither side will be able to do something like this again.
- Mass "Oh, Crap!": Just about everyone is surprised to see that Optimus is back.
- Minion with an F in Evil: Silverbolt while fighting for the Predacons.
- Mood Whiplash: Dinobot stands up to fight and lets out a battle cry, only to be shot in the stomach and fall over.
- Mythology Gag: Rhinox describes the place he went as "Where all are one."
- Neck Lift: Megatron clamps Quickstrike's neck and lifts him up to his eye level when the fuzor stupidly tries to ask his new boss a question.
- Nothing Is the Same Anymore: When Optimus asks how the Transmetal forms handle energon build-up, Rhinox explains that the Planet-Buster's beam either destroyed or stabilized the assorted energon in their general area. In essence, a major problem since the first episode won't be an issue going forward.
- Opportunistic Bastard: Opportunistic vermin, as Dinobot puts it.
- Out-of-Character Alert: When Silverbolt points out that it's foolish for the Maximals to keep fighting under these circumstances, Megatron realizes that they have to be holding the line here for a reason as the Maximals aren't fools no matter what else he thinks of them.
- Pre-Asskicking One-Liner: Optimus before firing on the Predacons.Optimus: My turn.
- Running Gag: Tarantulas once again finds himself on the receiving end of a giant boulder.
- Sadist: If given a choice, Quickstrike would rather cripple an enemy and prolong any suffering rather than outright kill.
- Shout-Out: Having to ride Rattrap's transportation mode, Dinobot says he's been reduced to the rat patrol.
- Strange Minds Think Alike: Though preferring to get the job done quickly when fighting the Maximals, Megatron does like Quickstrike's preference for making an enemy suffer before their final defeat.
- Take This Job and Shove It: Silverbolt announces his resignation from the Predacons by kicking Megatron of a cliff.
- Token Good Teammate: Silverbolt suggests giving the Maximals a chance to surrender rather than fully exploiting having the manpower and firepower advantages. Megatron is displeased to hear it.
- Too Dumb to Live: After smacking Silverbolt aside and threatening him, Megatron makes his desire to wipe out the Maximals clear and asks if anyone else wants to say something. Inferno and Tarantulas fearfully shake their heads, but Quickstrike still opts to voice an opinion.
- Underestimating Badassery: Played with during an exchange. Silverbolt thinks it's foolish for the Maximals to put up such a hopeless fight, but Megatron knows they wouldn't be doing this without a good reason.
- What the Hell, Hero?: Played for laughs in the penultimate scene when it's revealed that Rattrap wasn't joking in the Season One finale; he really did claim Optimus' quarters for himself after his death. Optimus ain't happy, while Cheetor and Dinobot both lay into Rattrap in mutual disgust.
