Nemesis, Part 1

Megatron raises the Decepticon warship Nemesis from the depths and turns its guns on the outnumbered Maximals.

The Maximals, secure for the first time since they moved into Mount St. Hilary, begin searching for the Predacons, who have been vulnerable since Tigerhawk destroyed the Predacon base. Optimus Primal quotes a verse from the Covenant of Primus, believing Tigerhawk's arrival to be divine prophecy.

Meanwhile, the Predacons are growing disaffected with Megatron. (Even Waspinator is mouthing off.) Inferno, ever loyal to his "queen", declares that a new "colony" will resecure them. Megatron orders him to take Waspinator and Quickstrike, while he, Rampage, and Dinobot search the remains of Tarantulas's lair. Dinobot finds a hatch which leads to an underwater tunnel and a computer. Accessing the computer, Megatron becomes quite excited by what he discovers, and takes the rail car with Dinobot, while Rampage follows in tank mode.

Silverbolt and Depth Charge spot Inferno, Waspinator, and Quickstrike leaving. Optimus orders them to fall back, but Depth Charge heads in. Optimus leaves with Blackarachnia, Cheetor, and Tigerhawk to support them. As Primal arrives, Depth Charge finds the hatch—and a bomb. The explosion fails to kill any of the Maximals, but Silverbolt is damaged, and Blackarachnia and Cheetor escort his parts back to base.

At the anthropoids' cave dwellings, Inferno declares that the caves will be their new "colony". He orders Quickstrike and Waspinator to engage, but Waspinator angrily refuses. Something has finally snapped in Waspy's central processor, and he declares that he is out of the Beast Wars. After a tirade against Megatron, the Predacons, life in general, and always being blown up, Waspinator tells them that they can kiss his stinger. Inferno and Quickstrike blast him, and proceed to attack the anthropoids (who have become much tougher, having learned from the example of Dinobot and the Maximals).

In the tunnels, Primal, Tigerhawk, and Depth Charge continue searching. After locating a data terminal, Primal accesses it and discovers what Tarantulas found and Megatron desires—the Nemesis, the flagship of the Decepticon fleet and the vessel which Megatron used to shoot down the Ark. Realizing the threat the Decepticon warship holds, Depth Charge heads out to locate it. Optimus sends out an emergency warning to the Maximals, and he and Tigerhawk head out to the Nemesis's location through the air.

Meanwhile, Megatron and Dinobot are able to board the ship, where they discover that Tarantulas had been a busy spider: not only did he repair the vessel, he added a transwarp cell and installed a Predacon control console. Best of all, in Megatron's optics, Tarantulas left behind a copy of the Covenant of Primus to boot: the tome from which he took his name! Megatron and Dinobot begin powering up the vessel for an attack.

Reaching the sunken behemoth, Depth Charge informs Optimus of his discovery, and Optimus in turn authorizes Depth Charge to neutralize the Nemesis by any means necessary. Before Depth Charge can start, he is engaged by Rampage. The two enemies fight and Depth Charge grabs an energon crystal. He drives it into Rampage's spark, and the explosion destroys both Transformers and also causes Dinobot to cry out in pain. Optimus, though mourning Depth Charge's loss, is relieved to know the threat of the Nemesis has been dealt with.

That is until the Nemesis rises from the ocean, fully operational. To be continued...

—Silverbolt is pretty whipped.

—Inferno and Quickstrike discuss a possible new home.

—Waspinator finally stands up for himself...and gets blown to scrap by Inferno and Quickstrike.

—Depth Charge and Rampage.

—Depth Charge's final words before killing Rampage.