Original Air Date: October 7, 1996
Writer: Jesse Winfield
Director: Mark Schiemann

A new stasis pod crashes. Optimus Primal and Dinobot try to recover it but are ambushed by Terrorsaur, Waspinator and Scorponok. Each Predacon is eager to win Megatron's favor by capturing the stasis pod first. Terrorsaur comes closest as
Optimus Primal flies up to stop him, he is blasted and crashes to the icy ground below. Waspinator ultimately gets the pod and giggles as he flies off with it.

Meanwhile, at the Predacon base, the new proto-form Maximal is changed and reprogrammed into a Predacon. Tarantulas chooses a black widow beast form for the newest Predacon, Blackarachnia!

Back at the Axalon, Optimus Primal and the Maximals consider a possible security leak. Optimus points to Rattrap as being a possible Predacon spy and sends him to the area near the Predacon base in search of energon. Rattrap, frustrated, leaves the Maximal base. The Maximals are shocked at the argument but Optimus explains that this is the best way to have Rattrap prove his loyalty.

While on his energon search, Rattrap contacts the Maximal base, letting them know he has not found any. Suddenly, with his communications still wide open, Terrorsaur attacks! After a short battle, Rattrap falls. In exchange for his life, Rattrap swears his allegiance to Terrorsaur and the Predacons. He changes his allegiance hologram to the Predacon hologram.

Terrorsaur tries to use this as an opportunity to take leadership of the Predacons. Megatron suspects Rattrap is a spy, not a Maximal traitor but he is silenced by Rattrap (with the help of a device which shorts him out and locks him into beast mode). The Predacons continue to argue over who should be leader. They do all agree on putting Megatron and Rattrap away until they decide.

In the deep depths of the Predacon ship, Megatron ponders his position and escapes by use of his own special voice commands. He leaves Rattrap along and heads off to repair himself. Rattrap also breaks out of his cage, and begins to search the Predacon
base.

At the Axalon, the Maximals decide that Rattrap must be brought back to base to answer for his crimes. They proceed to the Predacon base and wait on the perimeter, not attacking just yet.

Inside, Rattrap discovers how the Predacons had been figuring out what operations the Maximals would engage in. A Maximal chip recovered from their crash has allowed the Predacons to decode Maximal transmissions. Rattrap steals the chip and heads
back to his cage. Tarantulas catches him but he blasts the Predacon before he can warn anyone of Rattrap's true mission. Rattrap signals Optimus Primal to begin the Maximal attack.

Megatron, now fully recovered, allows Terrorsaur to lead the Predacons into battle, knowing he will fail. The Predacons charge as the Maximals try to recover Rattrap. During the battle, Terrorsaur tells Rattrap to shoot Optimus down to prove his
loyalty. He does so but Megatron still questions his loyalty. Megatron grabs Dinobot by the head and holds him for Rattrap to destroy. Not knowing what to do, Rattrap blasts Terrorsaur's head off as Dinobot frees himself and brings Megatron down. The
Maximals escape and Megatron gloats at his personal victory as none of the Predacons will follow the defeated Terrorsaur. Blackarachnia is apparantly missing, gone to parts unknown.

Back at Maximal base, Optimus reveals that Rattrap's defection was only a set up to recover the Maximal chip. It was necesary to make sure everyone would believe Rattrap was a defector in order to make the setup work. The Maximals have won another day.

General Thoughts:
One of the purposes of this episode is to introduce the character of Blackarachnia. This episode manages to do an introduction, without telling us much about the character. This is a bit disappointing if contrasted with "Fallen Comrades" which introduced a character and let the audience learn a bit about him by the end of the episode. However, the added "B" story of the Maximal Decoder chip does make Blackarachnia's screen time limited. Overall, a good episode, but it seems that two separate stories could have been told in two different episodes here.

Comments:

1. As we see Blackarachnia's stasis pod fall to the planet surface, note that the protoform is in a solid state as opposed to a liquid metal phase. This shows that protoforms have more than one phase before taking a final form.
   
2. Optimus Primal's statement "That's Maximal property!" is an interesting contrast to his statements in "Fallen Comrades" where he was concerned about the stasis pod because of the Maximal inside. One could argue that
   he was referring to the pod and not the protoform, but either
   way, the use of the term "property" instead of "comrade" is interesting.
   
3. Although a bit excessive, the damaged Optimus Primal in flames after his crash is nicely animated.
   
4. This is the only episode where Blackarachnia is referred to as "Ms. Arachnia".
   
5. There is a bit of an inconsistency in this episode. Cheetor and Rhinox state that sector 12 (the "Lava Pits") is a deathtrap and a big "Energon Storm". However, when he see the area, there are no Energon deposits to speak of and Rattrap seems to get around in beast mode just fine.
   
6. As Terrorsaur makes his speech to take leadership, notice Rattrap making all sorts of hilarious hand signals in the background!
   
7. Scorponok falls into his "bad grammar"speech pattern here as he declares "Scorponok loyal to Megatron!" instead of "Scorponok is loyal to Megatron!"
   
8. Blackarachnia's personality is not really touched on in this episode, however the beginning of a relationship between her and Tarantulas is hinted at.
   
9. Note that at the end of the episode, we are told Blackarachnia is missing. However, no future episodes reveal just where she went.

Questions:

1. How come Megatron didn't take control of the Predacons once he was repaired?
It is shown throughout the Beast Wars series that Megatron is a schemer. He could have easily taken over leadership from Terrorsaur, but considering his near-successful usurping of leadership in "Power Surge", this gave Megatron the perfect opportunity to show the other Predacons that Terrorsaur is an incompetent leader.

2. How come the Blackarachnia in this episode doesn't look at all like the toy?
The Blackarachnia toy is a repaint of the original Tarantulas toy. The designers took a lot of liberties with the Blackarachnia design since they had to make the character look different than Tarantulas and female at the same time. The "legend" of Blackarchnia's final (extremely female) design is that the animator who designed the CGI model took cues from the looks of exotic dancers as reference.