A mysterious object streaks through the solar system and crashes in a remote part of the northern United States. Trudging through the forest nearby are Arcee and Jack Darby, out searching for an underground Energon deposit that Ratchet has detected. Jack complains about the mosquitoes, but Arcee picks up some strange readings and they quickly come upon a crashed spaceship. Telling an increasingly unnerved Jack to stay where he is, Arcee moves in closer to examine it, and suffers a flashback containing a menacing figure as she realizes whose ship it is. She attempts in vain to contact the Autobot base to request a Ground Bridge. Leaving Jack by the ship, Arcee walks out into the trees to find a trail left by her mystery assailant, and again flashes back to a past time when she had been captured. Jack interrupts her, and she transforms before driving them both at high speed through the trees for a distance. When she still can't contact the base, she drops Jack off on the other side of a deep crevasse and heads back. Jack starts climbing down the side of the crevasse.
Arcee, scouting among the trees, finds a tree stump covered in an acidic compound, and has another flashback:On Cybertron, Arcee runs through ruined buildings while radioing Delta Team for backup. She trades banter with her partner Tailgate before asking directions, but before she can complete her next sentence, she's stuck to a nearby wall by a glob of webbing. She finds herself chained up, a prisoner of Airachnid, who scratches her face with an acid-emitting talon.
Elsewhere in the forest, Airachnid moves in on an unsuspecting camper in a tent. As she jumps to strike, she's tackled by Arcee, and the pair roll downhill to a clearing. Amused to be reunited with the Autobot after all this time, Airachnid reveals her new hobby: collecting the heads of endangered species from across the universe, though she reveals that most of them weren't endangered until she got to them. Now she has her sights set on a human for her next trophy. Enraged, Arcee begins fighting her, but Jack arrives, distracting Arcee long enough for Airachnid to web her to a nearby rock. Arcee cuts her arm free and zaps Airachnid before informing Jack that he's more of a liability than a partner. Jack responds that he doesn't believe her and he can tell she's afraid, and Arcee flashes back again: Finding Arcee a tough nut to crack, Airachnid has a couple of Vehicons drag in a severely battered Tailgate, and demands the information she wants. If she doesn't get it, she informs Arcee that Tailgate will die. Arcee, however much she wants to save her partner, doesn't know the attack coordinates, and Airachnid calmly kills him.
Airachnid recovers from the battle and closes in. She says she's heard about Cliffjumper's fate, then twists the knife by asking Arcee if she has a problem with losing partners. As Jack flees, Airachnid promises to finish Arcee later, after she's added her human companion's head to her trophy collection. As Airachnid leaves, Arcee flashes back once more: As Airachnid moves in on her living prisoner, Bumblebee and Cliffjumper burst in to execute a dramatic rescue. Though they gun down the Vehicon guards, Airachnid makes her escape. The Autobots free Arcee and carry her out as she laments that she couldn't save her partner.
Arcee is overcome with grief at having put Jack's life in peril, realizing that she should have just... kept... driving! Her lament gives her the insight she needs to free herself, pulling at the webbing enough to transform to her vehicle mode and peel out at full throttle, eventually breaking her bonds.
Meanwhile, Jack ducks behind a fallen tree in an attempt to evade Airachnid, but she easily finds him. He continues running, and although he's scared, keeps looking for ways to fight back (though he quickly dismisses his Swiss Army knife as a viable weapon). Eventually, he reaches Airachnid's ship and hides against it as she enters, believing him to have snuck inside. While clambering through the trench left by the ship's landing, he finds a puddle of Energon leaking from a port on its underside. Grabbing a nearby stick, he uses his pocket knife and flint to set fire to it, then throws it into the leaking port. Airachnid, now standing on top of the ship, yells his name as the ship explodes.
Jack is thrown clear by the force of the explosion, but just as he's beginning to relax, a still-burning Airachnid pins him to a nearby tree with webbing. She moves in, ready for the kill, but Arcee comes barreling through the trees. Arcee beats Airachnid with feet and fists, finally sending the Decepticon flying through the forest, creating her own trail of debris. Arcee cuts down Jack, but then they hear the sound of drilling, and find Airachnid has burrowed into the ground and escaped.
Arcee says she admires Jack's bravery, and she radios base for a Ground Bridge, saying that she needs to get her partner back to safety. As Jack notices the choice of words, Arcee quips that he's still the junior partner in this team.
- Absentee Actor: Optimus, Bulkhead and Ratchet. Marks the first time Optimus is absent.
- And Your Little Dog, Too!: Airachnid vows to kill Arcee and Jack.
- Badass Normal: Jack forever asserts his status here by blowing up Airachnid's ship. With camping tools.
- Big Damn Heroes: During the flashback, Bumblebee and Cliffjumper arrive to save Arcee from Airachnid.
- Bottle Episode: Arguably, since it features exactly three voice actors and only a small handful of scenes set outside the forest.
- Call-Forward: Tailgate not only shares his VA with Jack, but he has the same appearance as Cliffjumper, giving him similarities to both of Arcees partners in the present.
- Cue the Sun: At the end of the episode.
- Dead Guy on Display/Off with His Head!: What Airachnid plans to do with Jack.
- Dead Partner: Another one for Arcee, in Tailgate.
- Did You Just Blow Airachnid's Ship Sky High?: Jack destroys Airachnid's setting fire to leaking energon, while she was still chasing him.
- Faux Affably Evil: Airachnid keeps a coy persona on the whole time she's hunting Jack. When he gets into her space ship's trophy room, she mockingly scolds him like he spoiled a surprise party.
- Male Gaze: We get some shots of Arcee and Airachnid's rear ends when they confront each other.
- Oh, Crap!: Jack gets this reaction when Arcee tells him this:"Do you get it now, Jack? She's not interested in me, she hunts indigenous species! And she's on Earth! That means humans! You!"
- Shout-Out: To Predator.
- Trophy Room: In Airachnid's ship.
- Troubled Backstory Flashback: We see Arcees past experiences with Airachnid through this.
- Would Hurt a Child: Jack may not have been the only child Airachnid hunted.