While a storm rages, Megatron and Starscream fly down from the Nemesis to the entrance of a mine. This feeling "uncomfortably familiar" to Starscream, he reluctantly follows Megatron inside and immediately begins playing down his "latest indiscretion". Megatron furiously reminds Starscream that his actions cost them the entire Insecticon hive and a great deal of their regular troops, prompting Starscream to beg for his life. Megatron sighs wearily and proceeds deeper into the mine, which Starscream finally realizes it's Shockwave's off-site laboratory. The lab contains dozens of cloning tanks, each with a Predacon floating motionless within. Shockwave reports that the clones have almost fully evolved, and will be combat-ready in three solar cycles.
On Megatron's order, Knock Out travels down from the ship in a lift while the Predacon watches intently. Arriving in the cave, Knock Out presents his Synthetic Energon, which Shockwave states he will examine after the deployment of the Predacon army. They are interrupted by the Predacon, who emerges from the shadows with a roar. Starscream hits it with a pipe, and the beast responds by transforming into robot mode and threatening some physical violence in return. Starscream and Megatron are both shocked by this, but Shockwave notes that transformation is a fundamental part of Cybertronian biology; they simply had no way of knowing the Predacons ever reached that evolutionary stage before becoming extinct in the Great Cataclysm. The Predacon stares at his brethren in the tanks and says he will no longer be alone. He apologizes to Megatron for keeping his abilities a secret, claiming he only became aware of them recently. He says he has no memories prior to arriving on Earth, and learned what he was from the databanks of the Nemesis. Megatron tells him he is unique, a miracle of science. The Predacon looks back at the clone tanks and regards them in silence.
At their base, the Autobots are chafing under Ultra Magnus's command. He pressures Ratchet to finish his Synthetic Energon experiments, chides the Beast Hunters for taking a breather between scouting missions, and demands to know what the returning Wheeljack was doing outside the base. The Wrecker surprises him by revealing that he's been recalibrating the engines on the Iron Will to increase their efficiency. Optimus Prime returns from his reconnaissance mission and the Autobots flock to him, happy to turn their attention from Ultra Magnus. Optimus sees this with a note of sadness.
Aboard the Nemesis, the Predacon pledges his loyalty to Megatron and requests to be put in command of the clone army, taking the name Predaking. Megatron conceals his wariness of the former beast's newfound ambition.
Alone with his command staff, Megatron voices his concern that Predaking and the Predacon army can and will turn on them. The only thing they can do to prevent it is destroying the clones. Shockwave agrees, but Knock Out asks what will happen if Predaking finds out. Starscream, no stranger to treachery, suggests that the Autobots be used to do the deed, and thus draw Predaking's wrath.
Ultra Magnus is watching human soldiers run drills outside the base when Optimus Prime asks what's troubling him. Magnus has finally realized that Team Prime isn't taking to his command style. Optimus reminds his old friend that they're not the Elite Guard, and have in fact grown into something greater than an army. Before he can say what that is, Ratchet announces that their scanners have located exposed Energon. Optimus declares that they must investigate, due to their own short supply.
A squadron of Vehicons are standing vigil outside an Energon mine when Optimus and the Wreckers appear and order them to surrender. The Vehicons open fire but are quickly cut down by the Wreckers' forward advance and the Stealth Team (Arcee, Bumblebee, and Smokescreen) attacking from the rear. Optimus orders the Wreckers to reconnoiter the mine while the Stealth Team transports their Energon spoils back to the base. Joined by an eager Smokescreen, the Wreckers investigate the supposed Energon mine, growing suspicious about the lack of Energon signals or additional security. Ultra Magnus orders them to split up, with him and Wheeljack going in one direction and Smokescreen and Bulkhead in the other.
Ultra Magnus and Wheeljack come across Shockwave's laboratory and the rows of cloning tanks. Shockwave is working at a computer console when he notices them, opening fire briefly before contacting Starscream. Starscream says he didn't reveal that his plan was already in motion, just so that Shockwave's surprised reaction would be genuine. Starscream terminates the link. Knock Out knows exactly why Starscream staged his plan this way and received a less than subtle confirmation. Shockwave contacts Soundwave to open a ground bridge. Before fleeing, Shockwave triggers an electrical surge that travels through the cloning tanks, causing the liquid which keeps the beasts in stasis to drain out.
On the Nemesis, Starscream reports that the Autobots have taken possession of the Predacon clones. Megatron orders him to scramble his seeker armada, but Predaking says that he alone will confront the enemy that threatens his brethren.
Dozens of Predacons begin to stir as the stasis fluids drain from their tanks. Wheeljack notices a cache of synthetic Energon in the corner of the room and, with Ultra Magnus's blessing, tosses a grenade at it. The Autobots transform and drive away at high speed, but come to a stop as Predaking, in robot mode, ground bridges right in front of them much to their surprise. Ultra Magnus, seeing the symbol on Predaking's chest, identifies him. Just then, the laboratory behind them explodes in a massive fireball.
On the surface, Bulkhead and Smokescreen emerge from the mine just as the ground is shaken by the explosion. Optimus Prime stares at the mine with a grave expression.
Predaking, meanwhile, stares in horror at the charred remains of Shockwave's lab. With a roar, he attacks the two Autobots, his powerful blows sending them flying through the air. Wheeljack mounts a brief and successful counterattack, but Predaking quickly regains the upper hand, until Ultra Magnus lays into him with the Forge of Solus Prime. Magnus and his hammer buy Wheeljack time to recover, and the two Autobots launch a powerful combined attack that ends when they bring a colossal stalactite crashing down on the Predacon. But Predaking merely lifts the stalactite off him and uses it as a weapon to knock Ultra Magnus to the ground and crush Wheeljack against a wall. Magnus reaches for the Forge, but Predaking jumps up and lands on his hand, smashing it underfoot until the Autobot's fingers are nothing but ruined scrap flattened into the ground. Wheeljack laments that he was just starting to tolerate his commander, and Ultra Magnus responds by saying it was an honor to serve with him. Predaking snaps the Forge in half. He makes ready for the killing blow when Optimus Prime flies in and sends the Predacon sprawling. Optimus unleashes his Gatling gun on the cave ceiling, raining rubble down on Predaking and allowing him to grab his wounded comrades. Optimus flies them out of the mine with Predaking in close pursuit and is able to make it through a ground bridge before a blast of flame makes contact. Predaking roars in rage.
Ultra Magnus comes back online to find himself on Ratchet's operating table while the medic cauterizes the jagged stump of metal that remains of his hand. The other Autobots are gathered around, with Wheeljack musing that Magnus fought like a Wrecker. Ultra Magnus asks Optimus what he was referring to earlier that could be greater than an army. Optimus says that it is a human concept called family.
On the Nemesis, Starscream and Knock Out can barely stifle their amusement as Megatron promises Predaking that they will make the Autobots pay for what they've done. The lies do little to acquiesce the silently fuming titan, and Megatron keeps a wary eye on him as he continues glaring at his leader. From his lab, Shockwave confirms that the clones are beyond salvaging, but says that there's something in the ruins Megatron must-see. Megatron and Starscream ground bridge down to it and are stunned to find a large quantity of pure cyber-matter, like that which once existed on ancient Cybertron, and which more recently created the Decepticon citadel Darkmount. Shockwave theorizes that it was created when the explosion mixed the CNA of the Predacon clones with Knock Out's synthetic Energon.
Tropes
- All for Nothing: Megatron decides that "Project Predacon" is deemed too dangerous to continue and orders to scrap all traces of it, making the previous fights for the fossils completely pointless.
- An Arm and a Leg: Ultra Magnus' hand gets stomped off.
- Batman Gambit: The Decepticons let the Autobots find Shockwave's base, so either can destroy the lab and only the 'Bots earn Predaking's wrath.
- Big Damn Heroes: Optimus saves Wheeljack and Ultra Magnus in the nick of time.
- Bookends: The start of the episode has Knock Out deliver his experimental Synth En, which was implied to be intended as fuel for the Predacon clones. When the lab is destroyed in the end, Shockwave discovered cyber-matter covering the ruins, suspecting a mix of his CNA and the same Synth En being the source.
- Bullying a Dragon: Starscream knows just how dangerous Predaking is and yet keeps whacking him with a rod. Also doubles as Nice Job Fixing It, Villain because thanks to Starscream, Predaking has developed an emotional urge to evolve and request sole control of the Predacons from Megatron, thus forcing Megatron to cancel Project Predacon.
- Call-Back:
- The episode opens similar to the episode "Rock Bottom", and Starscream is painfully aware of how that almost went. He is rather surprised (and relieved) to find that Megatron is simply bringing him to observe Shockwave's progress.
- Megatron reminds Starscream that his Dark Energon experiment last episode led to the loss of half the Decepticon's military strength. This also leads to having Shockwave expedite Project Predacon so they can remedy this loss.
- Curb-Stomp Cushion: Ultra Magnus and Wheeljack put up an impressive fight against Predaking, but he's so ludicrously tough that he just powers through it all.
- Didn't See That Coming: None of the main Decepticons expected Predaking being able to transform, even though transformation is common in Cybertronian biology. Shockwave justifies this reaction because the original Predacons were extinct long before the war began, so there were no records that they evolved far enough to transform at all before he even considered performing his earlier experiments.
- The End... Or Is It?: Megatron is forced to terminate "Project Predacon" after weighing the risks, but it allows them to frame the Autobots as responsible for the clones' destruction so Predaking will come after them. While there is no way to salvage what is left and start over, Shockwave reports an unexpected result: newly formed "cyber-matter" from a mixture of CNA and the Synthetic Energon Knockout has been working on. The latter will play a vital role in the final episodes.
- Enforced Method Acting: In-Universe, Starscream gives this reason for why he didn't tell Shockwave when the Autobots would arrive, so that it would seem more legitimate. Of course, the real reason is that he wants to see Shockwave dead.
- Evil Cannot Comprehend Good: Or in this case, Evil Cannot Comprehend Anti Villains. Predaking has been completely loyal to the Decepticons since his introduction and assures them that he will still fight on their side while leading the rest of the Predacons. Megatron, Starscream and Shockwave however are certain that Predaking will turn on them, with Megatron concluding that Predaking's arrogance will only continue to grow and decide he would benefit from turning on Megatron's Dwindling Party of Decepticons.
- A Father to His Men: Arcee, Bumblebee, Bulkhead, Ratchet, Wheeljack, and Smokescreen view Optimus this way when they come to greet him upon his return to base as opposed to their annoyed responses to Ultra Magnus’s stiff overbearing command style.
- Fingore: Predaking crushes Ultra Magnus' hand under his foot.
- Fire-Forged Friends: Wheeljack to Ultra Magnus after the former witness the latter losing his hand to Predaking.Wheeljack: And here I was just beginning to tolerate you...
- I Just Want to Have Friends: For the first time since his appearance, Ultra Magnus openly shows that he actually doesn't like the loneliness that follows his command style.
- It Can Think: Predaking reveals that he has adapted to the point of questioning his existence, as well as learning to transform and talk.
- It Has Been an Honor: Ultra Magnus to Wheeljack when it looks like both are about to die.
- Jerkass Realization: Ultra Magnus finally realizes that his more aggressive leadership style has been alienating him from his new teammates. After getting on the case of every Autobot for one reason or another in quick succession at the base, they all flock to the more friendly Optimus when he returns, leaving Ultra Magnus all alone in the corner of the base.
- Let's Dance: Wheeljack to Predaking.
- Never Found the Body: Shockwave reports that he was unable to recover any Predacon bodies. Either they were turned into Cyber-matter by the synthetic energon explosion, or were set free into this world...
- Roaring Rampage of Revenge: Predaking is enraged over what Wheeljack did to the lab."What have you done to my brethren!? WHAT HAVE YOU DONE!?"
- The Scapegoat: Megatron frames the Autobots for destroying the legion of Predacons so that Predaking won't know that he was responsible. At least not yet...
- Sergeant Rock: Ultra Magnus recognizes that his command style is having a negative effect on Team Prime.
- Shoot the Dangerous Minion: On learning that his prized beast has a mind and will of his own, Megatron starts to worry what he could do with an army of fellow Predacons.
- Suddenly Speaking: After transforming, Preadking reveals he also has the ability to talk.Predaking: Strike me again, and I will bury that rod in your spark.
- True Companions:Ultra Magnus: Optimus. When we spoke earlier... what could be greater than an army?
Optimus: A human concept, one I have learned since coming to Earth: family. - Undying Loyalty: Predaking swears this to Megatron, but the Decepticon leader remains suspicious.
- Unstoppable Rage: Predaking flips out after the Predacon protoforms are destroyed.
- Uriah Gambit: Though not an underling, Starscream didn't tell Shockwave the plan was underway in the hopes the Autobots would scrap him, and when asked why Starscream claims he needed
his reaction to be genuine. - Villainous Breakdown: Predaking goes berserk when he sees that Wheeljack has just decimated his entire breathren.
- Wham Shot: The beastly Predaking reveals that he can transform.
- Wrecked Weapon: Predaking breaks the Forge of Solus Prime in half with his bare hands.
- Xanatos Gambit: Starscream suggests letting the Autobots destroy Project Predacon, if not issued a Frame-Up. Instigating Predaking's wrath, once they're pitted against each other, the Autobots will either destroy Predaking or be destroyed by him. With neither happening in the end, there is one silver lining: Predaking now has Megatron's loyalty as long as the Autobots are blamed for the destruction of the Predacon clones. As an added bonus, Shockwave finds that the CNA and Synthetic Energon in the lab created a new form of "cyber-matter".
