The Maximals are ambushed by the Predacons while out looking for energon. The Predacon plan is foiled by Rhinox. Megatron realizes this and orders Tarantulas to capture him. Tarantulas does and they take Rhinox back to the Predacon base and reprogram him to shed his Maximal ways and follow Megatron as a Predacon. The newly reprogrammed Rhinox has other plans in store for Megatron.