--->"The surprises never cease."
-----> - Megatron

Airachnid muses to Megatron about Soundwave's inevitable decryption of the Iacon files, and requests for her tracking abilities to be enlisted in the search for the resulting coordinates. Megatron dismisses her, and Soundwave replays the audio of her suggestion to leave Megatron earlier. He contacts Dreadwing, who replies with an oath of loyalty. The leader orders him to perform a task he normally performs himself, but now leaves to his first officer. The Seeker is confused, as Airachnid holds that position, but his mission becomes clear: He is to dispose of the treacherous spider.

Breakdown, Dreadwing, and Airachnid follow the trail of an unconfirmed energon deposit. Airachnid is amused at the heavy backup, and takes the opportunity to grill Breakdown on his lack of skill, and lack of eye. Dreadwing attempts to calm him, but another insult sends Breakdown into a frenzy. He jumps at the spider, but is webbed in the face. Dreadwing joins the fray, but is pinned to a tree by Airachnid's webbing, but not before he lets off a blast which collapses a tree on Airachnid, damaging one of her legs and forcing her to retreat. Breakdown gives chase, and finds her collapsed in a ravine, but as he raises his hammer to finish her, he is snagged by a webbing booby trap the renegade fembot has laid for him. Immobilized, Breakdown can do nothing to stop Airachnid from slicing him to pieces. She leaves his remains behind, which are presently discovered by a contingent of MECH soldiers.

In a cave, Starscream pities his lot in life as he jumps for a meager scrap of energon. He is interrupted by a nearby rumbling that surprises him. It is an Insecticon, unearthing a large chunk of energon. He orders the brute to hand it over, but it attacks him, forcing him to hide. He witnesses the Insecticon bowing to another surprise -- Airachnid. He makes himself known, and she makes her rogue status known, giving Starscream the idea to propose an alliance to overthrow Megatron with the help of her oversized herald. She proposes an alternative -- she overthrows Megatron, and orders the Insecticon to destroy Starscream.

At the base, Ratchet receives another high frequency signal with an embedded message, again from Starscream, who promises valuable intel in exchange for medical aid. His intel proves none-too-relevant until he mentions the Insecticon, and provides Airachnid's location. Back at base, Arcee berates Ratchet and Bulkhead for letting Starscream go again, but Optimus is confident in sparing helpless lifeforms, regardless of personal vendettas.

Airachnid contacts Megatron and proposes a challenge, which he accepts, forbidding Dreadwing to follow him. Making his way to the mine, the Decepticon leader is immediately assaulted by the Insecticon, who ignores Megatron's orders to stand down and begins to beat him down. Though his cannon is rendered useless by Airachnid's webbing and he initially does not seem to be faring well, it does not take long for the former gladiator to put himself on equal footing with the beast. The Autobots bridge in, and Arcee goes for Airachnid, chasing her off into the adjoining tunnels while the other Autobots watch as Megatron triumphs over the Insecticon, tearing off its limbs and head. The Autobot surround Megatron as he professes his superiority, but when he attempts to take a step forward, he collapses at Optimus's feet. Putting the lie into his earlier speech, Prime reveals his gun and seems about to finish him off, when suddenly, Dreadwing and a large detachment of Vehicons descend into the cavern. Prime agrees to trade the Autobots' lives for Megatron's, but once the trade is made, Megatron orders the Vehicons to attack, and departs with Dreadwing, noting his appreciation for Dreadwing's disregard of orders.

Arcee, meanwhile, follows Airachnid, but finds herself suddenly stuck in a trap. As her rival prepares to finish her, a missile streaks through the air and pushes Airachnid off Arcee. She escapes as Starscream -- intent on payback -- continues to fire. Now alone with Arcee, the Seeker recalls her decision to spare him earlier, and cuts her down to settle his debt.

Underground, even as she swears her vengeance, Airachnid comes upon the source of her warrior - an entire nest of Insecticons.

----
* AsskickingEqualsAuthority: Megatron proves this to Airachnid.
--> '''Megatron''': You and your beast would do well to remember, I honed my skills in the pits of Kaon!
* BadBoss: Megatron makes an extremely pointless betrayal of the ceasefire at the end of the episode. The only result of which is that a bunch of his troops are killed while he runs off. Why he did this instead of leaving with all of his troops is anyone's guess.
* BadassBoast: After getting kicked around by the Insecticon a bit, Megatron effortlessly knocks it into a wall.
-->"You and your beast would do well to remember: I honed my skills in the pits of Kaon!"
** And after he slices off the Insecticon's head:
--->"Let that be a warning to anyone who dares cross a gladiator of Kaon--be they Decepticon... or Autobot."
* ContinuityNod: When Megatron asks for a reminder of Airachnid's trustworthiness, Soundwave plays a recording from "One Shall Fall, Part 2."
-->"I believe we must consider the possibility of a future ''without'' Megatron."
** When asking how she got damaged, Starscream asks if Megatron brought her on [[Recap/TransformersPrimeS1E19RockBottom "one of his field trips."]]
* {{Determinator}}: Megatron, despite taking a huge beating the Insecticon at first, doesn't let it slow him down.
* ExactWords: Dreadwing agrees to trade the Autobots' lives for Megatron's but the second Megatron is safe, he orders the Vehicons to attack, saying ''he'' never made such a promise.
* GenreSavvy+TheCombatPragmatist: Optimus says the Autobots don't kill defenseless bots. When Megatron is beaten helpless by the Insecticon and the 'Bots show up, Optimus promptly tries to kill Megatron.
** Alternately, OOCIsSeriousBusiness. Optimus is usually [[IdealHero much more idealistic than everyone else on the cast]], but this time, he's willing to [[IDidWhatIHadToDo bend his own principles against killing a defenseless 'Con.]] It shows just how far he's been pushed.
* IGaveMyWord: And even though he's a Decepticon, [[NobleDemon Dreadwing]] will actually keep it. ''Megatron'', on the other hand...
* IOweYouMyLife: Starscream spares a trapped Arcee, calling them even for when she did similarly in [[Recap/TransformersPrimeS1E20Partners "Partners"]].
* ISurrenderSuckers: Airachnid's trap play on Breakdown has shades of this. Also a variant on the WoundedGazelleGambit, using injuries that weren't self-inflicted.
* IncrediblyLamePun: Also counts as an obvious StealthInsult.
--> '''Airachnid:''' Breakdown, I know we've never seen ''eyes''-to-''eye'', but that doesn't mean we can't ''patch'' things up.
* IronicEcho: Before siccing the Insecticon on Starscream, Airachnid comments that "payback would be sweet." Later on, after shooting Airachnid before she could finish Arcee, Starscream exclaims, "How right you were, Airachnid! Payback ''is'' sweet!"
* KilledOffForReal: Breakdown
* LikeYouWouldReallyDoIt: In-universe.
--> '''Megatron''': Optimus, it would seem that I am at your mercy. Are you going to take me alive? Or end this here and now?
** And then finds that yes, he would.
* MexicanStandoff: Between the Autobots and the Decepticons.
* VillainousBreakdown: Seems like Airachnid almost expected Megatron to just lie down and die when she sicced the Insecticon on him, acting as smug and confident as can be. When Megatron starts turning the tables on the fight, she starts becoming panicked and ''screaming'' orders at it.
--> '''Airachnid''': '''Finish him!'''\\
** At this point, the Insecticon is not in ''any'' position to realistically accomplish this... Megatron rips off its limbs and kills it moments later*
* VillainousRescue: Starscream saving Arcee from Airachnid.