"Don't you see?! She's just using us! Grimlock, as soon as she gets that genetic modifier, she'll drop us like a used engine block!"
— Optimus Prime to Grimlock
Blackarachnia has recovered after trying to get the Allspark, and has seduced Grimlock and his team to free Meltdown so he can use his intelligence in the field of genetic modification to purge her organic spider half. Meltdown, however, needs a certain genetic modifier to complete this task, so Blackarachnia blackmails Optimus and Grimlock into getting it by attacking Bumblebee and Prowl and infecting them with her venom. Whether Optimus and Grimlock can work together isn't the only problem, for Meltdown may not be purging the half that Blackarachnia has in mind.
Tropes:
- Actually Pretty Funny: Optimus is amused by Bumblebee exploiting Loophole Abuse to beat Prowl's bet.
- A Father to His Men: Optimus. Most evidently seen when he apologizes to the dying and unresponsive Bumblebee and Prowl when it seems he has failed to cure them in time.
- Anguished Declaration of Love: Grimlock does this after Blackarachnia abandons the group.
- Artistic License – Pharmacology: Somehow, Transformers infected by Blackarachnia's lethal venom can be saved by a Magic Antidote, even when Sari's key failed to remedy the non-lethal version. Likewise, Optimus Prime didn't measure the dosage when saving Bumblebee and Prowl, despite their significant size difference. Finally, both are immediately healed from its effects, with no signs of fatigue afterwards.
- Art Shift: Done as a homage to beast manga comics when Meltdown's pets charge at Optimus Prime and Grimlock.
- Bait-and-Switch: The episode fools the viewers (and Meltdown) into thinking that Sari sprung Meltdown out of prison to help get revenge on Powell, but it's actually Blackarachnia looking for a cure to her mutation.
- Big Damn Heroes: As Optimus and Grimlock struggle against Meltdown's experiments, Snarl and Swoop arrive to smash them up.
- Big "NO!":
- Blackarachnia does this just as Meltdown is about to experiment on her.
- Meltdown later does it himself when he starts melting.
- Blatant Lies: In the Sumdac lab, Grimlock falls over onto some very expensive equipment. As Porter angrily glares at him, Grimlock simply points at Optimus and says, "Him did it."
- Darker and Edgier: More violent and tense than the usual Animated episode, even compared to the rest of Season 2 and even Season 3. This episode definitely drew upon the horror genre at times.
- Enemy Mine:
- Optimus and Grimlock ally against Meltdown.
- To a degree, Sari tries to invoke one with Meltdown, as they've each been spurned by Powell in one form or another. It doesn't work. For one, even Meltdown admits Powell's simply too cunning to take down legally. And for another, Sari foregoes the alliance when he offers she free him so he can personally kill Powell, something she would never consider even in her situation.
- Everybody Has Standards: Sari may be willing to come to Meltdown for help when she wants so badly to take down Powell, but when Meltdown offers up she could free him so he could murder Powell, she turns down the idea and leaves. This speaks volumes of Sari's character: despite her desperation, she doesn't believe it's worth murdering Powell to get her father's company back.
- Eviler than Thou: Meltdown is this to Blackarachnia, and she needs Optimus and Grimlock to save her.
- Exact Words: Meltdown agreed to help Blackarachnia remove half of her techno-organic form. He never clarified which half he meant, something Blackarachnia realizes too late (as she hadn't known that Meltdown has a burning hatred for machines).
- Faux Affably Evil: Despite Sari and the Autobots being the reason he's locked up, Meltdown is fairly polite to Sari and Bumblebee when they visit him in prison. He also addresses Optimus and Grimlock as “gentlemen” when they return with his genetic modifier. He later drops the politeness when things stop going his way.
- Good Cop/Bad Cop: Optimus and Grimlock end up doing a variation of this to Powell. However, it's not so much a strategy as it is Grimlock being himself and Optimus having more self-control.
- Heartbroken Badass: Grimlock when Blackarachnia ditches the group at the end, though it's Played for Laughs (somewhat).
- Optimus' reaction is much more subtle, and he definitely saw Blackarachnia's betrayal coming - though that didn't make it any easier.
- Hypocrite: Meltdown, who is basically a human-shaped pile of sentient goo, calls Powell a slime-ball. Takes one to know one...
- I Gave My Word: Blackarachnia leaves the antidote for Optimus as silent gratitude for him saving her from Meltdown, even if she wasn't able to get what she truly wanted - her Cybertronian form.
- I'm Melting!: Meltdown accidentally activating his genetic modifier while touching it causes a reaction which melts him into a puddle. However, he starts recovering in the end.
- Karma Houdini Warranty: After a season of corrupt dealings and awful behavior, Porter C. Powell gets served a lot of abuse: terrorized by Grimlock, expensive equipment being destroyed, and Fanzone threatening to arrest him for being a public nuisance. Sari almost feels sorry for him.
- Leaning on the Fourth Wall: Blackarachnia's first scene highlights how she hasn't been seen since the end of last season.Blackarachnia: [entering] Hello, boys! Did you miss your little Blackarachnia?
- Loophole Abuse:
- Bumblebee is able to beat Prowl's bet of having to stay quiet for at least 10 cycles (which is 15 minutes, given that a cycle is 1.5 minutes) because of the venom that Blackarachnia gave them. Prowl argues that it doesn't count, but Bumblebee says that it's cheating to add more rules and demands payment in the form of axle grease.
- Fanzone ends up using Powell's own loophole about alien robots not having any rights against him when latter demands that he deal with the Autobots for threatening him, instead threatening to arrest him for disturbing the public peace if he doesn't go home.
- Mad Scientist: Meltdown, particularly when he's about to purge Blackarachnia of her Cybertronian half.
- Not Quite Dead: Meltdown accidentally touches his genetic modifier with his acid-covered hands, which leads him to be reduced to a puddle. While Optimus believes that he's now dead, Meltdown's remains are shown at the end of the episode to reshaping, but he never appears again in the series and Meltdown's fate remains unknown.
- O.O.C. Is Serious Business: Prime may be sympathetic to Blackarachnia's plight, feeling responsible for her traumatic mutation, but he is pissed at her poisoning Bumblebee and Prowl to force him into co-operation. It gets to the point that he is willing to let Grimlock scare the daylights out of Powell to get him to cooperate note
- Papa Wolf: Optimus is not at all happy about Blackarachnia using Prowl and Bumblebee as leverage to blackmail him. Any other sentient being (read: Powell) who gets in his way of completing Blackarachnia's task is not treated kindly, for every second wasted is a second off of Bumblebee and Prowl's lives.
- Poison and Cure Gambit: Blackarachnia poisons Prowl and Bumblebee with her venom and blackmails Optimus into curing her organic half. If he works for her, she'll cure Prowl and Bumblebee. While her attempt to remove her organic half fails, Optimus does live up to his end of the bargain so she leaves the antidote for Optimus to find.
- Reasonable Authority Figure: Fanzone is in full stride in this episode. When Powell shows a recording of Sari's meeting with Meltdown, Fanzone's immediate question is how he managed to acquire said recording. And when Powell demands that Fanzone take action against the Autobots for threatening him, Fanzone just shrugs it off because according to Powell's own words, giant alien robots have no rights, which means Fanzone can't really haul them in for their actions, but he can haul in Powell for disturbing the peace. He does tell him to just go home instead.
- Scream Discretion Shot: Horribly averted while Blackarachnia is being "experimented on" by Meltdown.
- Shout-Out: The roar Grimlock lets out while scaring Powell sounds identical to the iconic T-Rex roar from Jurassic Park.
- Strapped to an Operating Table: What Meltdown does to Blackarachnia when he betrays her. Ironically, this is exactly what she was trying to avoid when she left the Autobots.
- The End... Or Is It?: Meltdown's gooey remains are seen reshaping at the end of the episode. Unfortunately however, see What Happened to the Mouse? below.
- Tranquil Fury: The stress of having to save Bumblebee and Prowl before their lives are taken by poison makes Optimus slightly more ruthless in his actions tonight.
- What Happened to the Mouse?: Because of
Executive Meddling, the human characters were Out of Focus in Season 3, leaving Meltdown's ultimate fate unclear. - "You!" Exclamation: Meltdown's stunned reaction to the Dinobots breaking him out of prison.
