MAIN CHARACTERS:
Cheetor
Rattrap
Megatron
CHARACTERS IN EPISODE
Terrosaur
Scorponok
Rhinox
Inferno
Blackarachnia
Tarantulas
Waspinator
Dinobot
BATTLES/FIGHTS
Megatron vs Rattrap
Cheetor vs Waspinator
Inferno vs Dinobot
QUOTES:
"This will be the final battle." (Megatron)
"Woah I'm gorgeous." (Rattrap)
"If its battle you want, let it begin!" (Inferno)
"Ya know, a few flyin lessons wouldnt hurt." (Rattrap)
"If ya ask me, the Beast wars just got a whole lot wierder." (Rattrap)
SUMMARY:
Resuming after Optimus Primal was blown up in the alien construct, saving the planet, the Maximals stand in disbelief, starting at the computer, not knowing what to do, while Blackarachnia in the background gets away unnoticed.
In the Predacon base, cheers of joy are going up as the computer
acknowledges that Optimus Primal is once and for all dead. 
Megatron cuts short the celebration as he begins to plan out "The Final Battle." Before anything else is settled, the computer comes back online notifying Megatron that a Quantum Surge is detected and is approaching the planet.
Back in The Axalon, the Maximals, still pondering about Optimus' demise and why he didn't get out of the probe in time came to the realization that it may not have been an accident, but Blackarachnia's fault. However, she is gone long before they finally realize it. Tigatron volunteers to search the perimeters for her, realizing that she couldn't have gotten that far away. As he is about to head out, the Maximal computer gives the warning of the approaching Quantum Surge. The Maximals begin to take cover as the surge starts to get ever closer to them. Blackarachnia, meanwhile, trying to get out of the base, realizes that Tarantulus, who she thinks is dead is in her head, controlling what she can and cannot do. He orders her to go back for his body.
The Quantum Surge strikes the planet, sending it's rays into both bases. The rays hits all Maximal but only affects Rattrap and Cheetor, the only ones born on Cybertron. (It does not affect Rhinox and Dinobot since they are in the CR-Chamber.) Screaming in pain, Cheetor and Rattrap slowly begins to change.

In the Predacon base, Megatron begins to scream wondering "what is happening to me?!". The surge causes the base to shake violently, causing both Scorponok and Terrorsaur to fall from their floating platforms into the lava below, killing them. Waspinator falls, but luckily for him, into the CR-Tank, causing him no harm from the lava or Surge.
In the Maximal base, Blackarachnia, gets up slowly wondering what just happened. Tarantulus warns her to hurry up and get his body while the others are still offline from the surge. Blackarachnia grabs the body and makes off, in the background, Inferno's eyes come back online.
In the control room, all the Maximals come back online. Airrazor and Tigatron stare in awe at Rattrap and Cheetor who's bodies have been changed by the rays into the new Transmetals. Rattrap now has wheels on his back, Cheetor can now fly with the new jets on his back.

Megatron comes back online also in the Predacon base, with Waspinator coming out of the
CR-Tank. Megatron says he's "been changed for the better."
The Maximals continue their search for Blackarachnia, while Rhinox, stillin the CR-Chamer, has flashbacks of Optimus' last moments before the Alien Construct blew. He also has an image of Optimus' body leaving his spark behind. He comes to soon after that and demands Rattrap to tell him everything that happened. Blackarachnia gets out of the base, she looks at the planet that has been badly damaged from the energon explosions and Quantum Surge. Before she can go anywhere, Tigatron and Airrazor takes
her down. The advantage quickly goes into the Predcaon favour when Megatron files in with Waspinator and takes out Tigatron and Airrazor.

Inside, Rhinox orders Rattrap and Cheetor to check out what's going on outside, while he and Dinobot gets Sentinel online. Outside, Rattrap and Cheetor engages Megatron, Waspinator and Blackarachnia in a shootout, in which Blackarachnia soon leaves, making Megatron enraged.

Cheetor takes care of Waspinator while Megatron gets the better of Rattrap.

Inside, Inferno surprises both Rhinox and Dinobot. A fight ensues between Rhinox
and himself, with the latter winning.

Megatron plans a getaway when Rhinox opens fire on him, quickly grabbing Inferno in the process.

A closing shot finds a violent thunder storm. Two pods, very close together begins the search for a lifeform, although badly damaged. Not so far from the two pods, an arm comes out of the ground, with a clenched fist.
A great start to season 2, excellent episode A+.