Blackarachnia attempts to become a Transmetal II with the help of the alien device she had stolen. However, thanks to the intervention of Silverbolt, the experiment takes a terrible turn and threatens her life. Rhinox travels into her subconscious to try to rid her of her Predacon makeup, but Tarantulas and the Predacons are successful in destroying Blackarachnia indirectly. However, as Silverbolt is out for revenge, the alien device reincarnates her body into a Transmetal, thus giving her a new form.