Returning to find Cybertron populated only by Vehicon drone armies controlled by Megatron, the fugitive Maximals are given new technorganic bodies and begin a guerrilla war against Megatron and his dreams of a world ruled by a single mind.
The Maximals awaken on their homeworld of Cybertron, with no memory of how they got there. Unable to Transform, they are hunted down by mindless vehicle Transformer drones.
The Maximals learn how to transform and gain access to the Council Citadel. There, they learn that Megatron has taken over the planet and intends to wipe out all organic life.
While searching for clues to their missing memories, Blackarachnia and Rattrap encounter Jetstorm, Thrust and Tankor - three deadly new Vehicon Generals created by Megatron.
The Maximals discover a new Beast Mode Maximal - a bat named Nightscream - and a mysterious fruit tree, neither of which should exist on the machine world of Cybertron.
Rattrap finally learns how to Transform, only to discover his Robot Mode has no weapons. With nowhere else to turn for protection, he strikes a deal with Megatron.
The Maximals discover a junkyard facility where the robot shells of the missing Transformers are stored. Meanwhile, Blackarachnia is utterly convinced that Thrust's spark is Silverbolt's.
Nightscream fights to retrieve Blackarachnia's stolen Spark. Meanwhile, Optimus is able to contact Rhinox's Spark, but Rhinox deals him a major surprise.
Megatron sends his Generals and Diagnostic Drone into the catacombs to kidnap Nightscream and learn the secret behind his Beast Mode. Nightscream is forced to relive a painful memory from his past.