The episode opens with the Maximals scouting for Energon, where a cliff and a river meet. The Predacons of course show up, Megatron intending to capitalize on the fact the Maximals have their back to the wall, a battle ensues, but Rhinox fires on rocks above the Predacons to bury them in rubble. Optimus notes that with his quick thinking, Rhinox could be one heck of a Commander, but Rhinox has no such ambitions.
As the Maximals retreat, Megatron notes he underestimated Rhinox, and sends Tarantulas to capture him. Rhinox tells the Maximals to go on ahead, he'll cover their rear. He does a rather poor job of it however as he's ensnared in a web by Tarantulas and injected with his Cybervenom.
Check out my new paint job!
Inside the Predacon base, Rhinox is strapped into a machine. Megatron explains it's his newest invention, the Transmuter, capable of reprogramming a Maximal into a Predacon. He fires it up on Rhinox, and sporting new red eyes, he transforms to reveal his newest paint job.
The Maximals are looking for Rhinox, and Rattrap remotely turned on Rhinox' commlink, eavesdropping on the whole thing. Optimus calls off an immediate attack, thinking Megatron bit off more than he can chew. We get a bit of humor as the Maximals talk about becoming a Predacon as a fate worst than death, while Dinobot takes offense to that "Some of us have survived the experience... Furball." They do decide to sneak closer to the base to keep eavesdropping.
Megatron begins to milk Rhinox for info on the Maximal base as they return from a tour of the base, but before he gets any real intelligence, the base computer malfunctions. Rhinox taunts Megatron's failing hardware and goes to see Scorponok, in charge of repairs. Needless to say, they aren't going anywhere. Scorponok realizes someone removed a chip, and we see it was Rhinox (How? The previous scene seemed to indicate he was with Megatron while touring the base). Rhinox then makes a pile of computers fall on top of Scorponok, crushing him after a funny little exchange.
Megatron finds the crushed Scorponok and wonders what happened. He orders Waspinator to take him to the CR Tanks, which he does. On his way back, Waspinator is hit by a computer hanging from a cable, thrown by Rhinox, and begins flying all over the base, spouting nonsense about the Great War and the Decepticon Shrapnel, which Megatron and Blackarachnia see. Terrorsaur meanwhile, saw the attempt on Waspinator's life and figures he wants a piece of that action.
Terrorsaur confronts Rhinox over his action to obviously overthrow Megatron, and asks to become partner, but Rhinox chokes him and reminds him of the pecking order. Terrorsaur meekly agrees. Meanwhile, Megatron sees on surveillance cameras the two spiders stuck in their own webs, poisoned by their own cybervenom, and shouts asking to know what is going on.
The Maximals have a laugh at this, and Optimus figured this might happen if Rhinox' aggressiveness was increased. He orders the Maximals to move closer to the base, but wait for the attack. Rhinox and Megatron have one more hand to play.
A repaired Scorponok tells Megatron what happened to him. Hilariously, the scene is played, and shot, like he's a kid telling his teacher about another kid who picks on him, sounding rather teary-eyed, his jaw quivering. Megatron notes that maybe reprogramming Rhinox was not one of his more brilliant tactical move. He intends to fix this in a lethal fashion.
Rhinox and Megatron have their face to face. Megatron pointing Rhinox is a traitor, which Rhinox gleefully agrees. Megatron brought Terrorsaur and Scorponok as backup, but Rhinox turns them against one another by pointing out that Terrorsaur had sworn loyalty to him, and was watching when he took Scorponok out, laughing to himself. Scorponok, being a complete idiot unable to tell when he's being played, attacks Terrorsaur in a fit of rage, and Rhinox uses the distraction to take them both out. Rhinox then uses his chaingun to kneecap Megatron, before beginning a monologue about how great he is and how he'll destroy Megatron, while standing on the Transmuter.
Rhinox: Well, what do you know? I win. Reprogamming me was the worst mistake you ever made cause now that I'm a Predacon, I'm just a little too crafty for you.
Megatron: Yes, I see this now.
Rhinox: It's called irony, sport. I take over, and you head straight for the recycling bin. Yessss.
Megatron: So it would seem. And even now, Rhinox, you're teaching me a valuable lesson.
Rhinox: Yeah? What's that?
Megatron: Sometimes, Predacons gloat too much! (He shoots the Transmuter's control, turning it on and turning Rhinox back into a Maximal, before shooting him too)
The Maximals blow a hole in the base (while in beast mode no less!) and transform, and a rather comedic battle begins. Waspinator keeps flying about, confused and rambling about Shrapnel. He gets shot, but before passing out, he shoots the Transmuter, causing it to overload. Ducking to cover, Terrorsaur tries to explain his treachery to Megatron, who is rather displeased, having gotten an arm cut off by Optimus during the fight. The Maximals retreat as the Darksyde is again the site of a huge detonation.
In the Epilogue, the Maximals ask Rhinox whats it like to be a Predacon, he makes a quip about their personality problems, to Dinobot's irritation. Everyone laughs.
Liking this episode requires one to accept it's mostly a comedic episode. The episode goes out of its way to nullify drama, like by having Optimus preferring to wait and see, and most of the scenes are played for fun. That said, once you do accept it's one big joke, it is REALLY fun. Evil!Rhinox is a blast, and makes for a very fun watch.
- We learn that the previously mentioned Great Wars refer to the G1 conflict between Autobots and Decepticons. And that it took place 300 years ago.
- This puts the Maximals and Predacons as coming from somewhere in the 24th century (The end of the G1 cartoon takes place in the early 21st century).
- This is the first time Blackarachnia shows herself to be knowledgeable about Transformer history. It will play a key role in later episodes.
- Waspinator also drops the tagline of G1 before passing out: "More Than Meets The Eye".
- Waspinator calls himself "Wonko The Sane", which is followed by a Fourth Wall breaking stare by Megatron and Blackarachnia. Wonko The Sane was at the time the screen name of Transformer fan Benson Yee, who now runs Transformer fansite http://bwtf.com/. Benson Yee would later act as "Transformer Consultant" for the makers of the show.
- This episode will often be used by fans to explain some of Megatron's actions during Beast Machines. While I generally think the mass Character Derailment is so bad I sometimes doubt the writers of Beast Machines actually watched Beast Wars at all, it does make sense.
- Part of Optimus and Megatron's battle references the famous swordsman fight scene in Raiders of the Lost Ark.