While investigating the standing stones, Rhinox and the other Maximals, detect high levels of energon coming from a mound of stones in the center of the formation. Rhinox suggests that this formation is not natural and that must have been built by someone or something. After Dinobot suggests removing the energon before Megatron does, they are caught in a sneak attack by the Predacons. A battle begins! Dinobot and Rattrap lay down cover fire as Optimus heads to the skies to take out the Predacon flyers, Terrasaur and Waspinator. Even with Optimus’ efforts, the mound of stone in which the energon was hidden was hit by weapons fire from Terrasaur. The crystal begins to overload and Optimus orders the Maximals to revert to beast form and prepare for energon waves. As they prepare themselves the crystal, in conjunction with the standing stones, emit an energy beam into space. After that the crystal dissolves and the two factions return home.

Later Tarantulas, at the Predacon base, detects what would seem to be a stasispod passing through the planet’s atmosphere. Megatron moves out to intercept it. At the maximal base they too detect the object, but do not recognize it as one of their stasis pods. Optimus and Dinobot then head out to the standing stones, in which the object is headed. At the standing stones Optimus and Dinobot find an alien probe hovering just above the energon crystal’s previous location, but then Megatron and Waspinator attack causing Dinobot to transform and open fire on them. In the midst of their battle, though, the probe emits an energon wave, disabling them all. And as Optimus transforms he his locked onto and transported out of site. Later that night Dinobot regains consciousness within the Maximal C.R. Chamber. After a slight memory glitch, he informs his fellow Maximals that Optimus Primal was destroyed. After which he assumes command and begins ordering Rattrap to converge with him to the standing stones, but Rattrap argues that he should be in command. Dinobot prepares to face Rattrap’s challenge, but Rhinox suggests that they decide the chain of command in traditional Maximal form: secret ballet.

Meanwhile at the Darkside, Megatron and Waspinator rise from the C.R. tanks and report the news of Optimus’ destruction. Megatron’s mind works fast as he sees an opportunity to defeat the Maximals for good. He orders Waspinator and Scorponok to guard the alien probe while Terrasaur, Tarantulas, and himself finish the Maximals in their confusion.

Back at the Axalon the results of the secret ballet are read out loud by Rhinox. Unfortunately, both Dinobot and Rattrap tie for leadership. As Dinobot prepares to use force to decide who will lead, Optimus comes through on the comm-channel. He tells them that his physical molecular body is being scanned and stored and that his consciousness is within the alien probe. He warns his comrades of an immanent attack from the Predacons and puts Rattrap in command. Although he was wrong about them settling the new chain of command peacefully he was correct about the Predacon attack. Just after his message missile fire began impacting on the Axalon’s shields. Rattrap orders the Maximals to go out and fight the Predacon attackers head on, but tells Rhinox to remain within and produce a device to extract Optimus’ physical body from the alien probe.

Outside and raging from a smoke screen, the Maximals charge into battle with their weapon’s blazing towards the incoming enemies. As Megatron charges towards the Maximals Dinobot leaps into the air and lands a hard kick into the tyrant’s face. The Predacon command was thrown backwards, after which the two began fighting hand to hand. Meanwhile Rattrap and Cheetor lay weapons fire on Tarantulas and Terrasaur. During their fight, Rattrap notices that the shielding circuitry has taken damage and its about to fail. He orders Dinobot to take care of it, but decides to do it himself as the warrior was occupied with Megatron. Spotting Rattrap racing towards the failing circuitry, Terrasaur sends a few more blasts at the failing shields. Rattrap makes it in time and restores the shield grid before the enemy fire impacted. Terrasaur is then taken out as Dinobot unleashes a cold beam of laser fire into the gut of his former commander, Megatron. Tarantulas suggests a tactical retreat so they leave.

Later, the Maximals arrive at the probe, but are yet again attacked by the Predacons. Another battle begins! Rhinox quickly slips behind the probe and away from the crossfire to attempt Optimus’ extraction. After activating his device nothing happens because of energon interference. Meanwhile Megatron orders Waspinator to sneak behind and take out Rhinox. Waspinator nods moves off passed the battle. Covertly, the wasp-bot comes up behind Rhinox, but the Maximal engineer catches a glimpse of him and swings around, unleashing a barrage of bolting weapons fire onto the bug. Waspinator stutters backwards as Rhinox’s weapon pelts his components loss. The bug eventually shorts out and falls back into one of the standing stones. The reactions between Waspinator’s energon build up and the standing stones cause the probe to open up and Optimus to rematerialize.

Optimus then opens heavy fire on the remaining Predacons and they retreat. Optimus lands and praises Rattrap on a good command, but then the probe disappears.