Aboard the once-again-airborne Lost Light, Shock laments the passing of his fellow Duobot Ore, and sets about removing all the evidence he can that they were Prowl's agents aboard the ship: in fact, Ore was too close to the engine block that he wound up being mashed into precisely because he was following Prowl's instructions to place a tracer on it. When Shock goes looking for the tracer, he is attacked by a monstrous creature hidden in the bowels of the ship, which pulls out his brain module and consumes his spark. His dead body is found a short time later by Red Alert, who blames the death on a mythical Cybertronian creature called a Sparkeater and passes the news on to Rodimus.

Dubbing the scenario "cool", Rodimus calmly orders the assembled Autobots to their quarters without explanation, has them locked in (because of course they'd disobey orders and sneak off), and takes Chromedome, Trailbreaker, Rewind, Drift, Ultra Magnus, and Ratchet with him to investigate Shock's body. The group bickers about the potential existence or not of Sparkeaters, with Ratchet in particular loudly insisting they keep to a rational train of thought. At Rodimus's request, Chromedome reveals his hidden talents: he is a mnemosurgeon, capable of tapping into a living or dead brain and reading its memories. Doing so to Shock, Chromedome discovers that whether or not a "Sparkeater" is the proper term for it, there is definitely a spark-munching monster loose on the Lost Light. Knowing that it will seek out the "brightest spark", the Autobots split into teams to hunt it down, with Rodimus remaining on the lower decks on the cocksure belief that the Sparkeater will be coming for him.

Meanwhile, the other crew members deal with the situation in their own ways. Realizing that they know each other from millions of years past, Cyclonus helps Tailgate—stuck in mid-transformation—to a set of quarters, where he grimly relates the history of the war that Tailgate slept through, and ponders which side the little 'bot would have taken. Skids and Swerve get a little lost and wind up not in a habitation suite but a bar, where Swerve wistfully remembers the old pre-war plans he had with Blurr to open a joint of his own. Skids, on the other hand, takes a distinct dislike to being locked in, and leaves via a ceiling duct, on the justification that his lack of memories is allowing him to make up his life and personality as he goes along.

Animus, having been unable to find a unit of his own, knocks on Whirl's door, but as they're now auto-locked, he is unable to get inside before suddenly being set upon and killed by the vicious Sparkeater. Whirl blasts his way out of his quarters and opens fire on the Sparkeater, but at the last second, Trailbreaker appears and surrounds the creature with a forcefield to prevent the undigested sparks in its stomach from igniting. The Sparkeater flees, and the Autobots realize that since there's only one room in the direction its going, it must have found the brightest spark—Rung's! The creature bursts into the psychiatrist's office, but Skids suddenly pops out of the ceiling and drags Rung up into the ducts to relative safety.

Below decks, Rodimus and Drift discover that the Sparkeater had been trapped by the previous Neutral owners of the ship, who kept it docile by feeding it turbofoxes. Hitting upon a plan, he contacts Rung and Skids and orders them to lure the pursuing Sparkeater back down into the engine room. Skids has them take the direct route route, moving from duct to elevator shaft and into the carriage below, much to the surprise of its occupant, Brainstorm. The Sparkeater is hot on their heels, but Brainstorm finds himself lucky enough to be spared by the monster as it continues its pursuit of Rung and it probably had nothing to do with his briefcase...

Once Rung and Skids reach the engine room, Rodimus grabs hold of the therapist and uses him as live bait to lure the Sparkeater in clo

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