His mind invaded by Sunder's remote mnemosurgery, Skids relives the long-repressed memories of his time in Grindcore... memories of how the prison commandant, Tarn, conscripted him to repair the facility's teleport chambers, in exchange for the liberation of fifty prisoners. Skids completes the work, much to the consternation of his cellmate Quark, who doubts Tarn will keep his promise, but Skids believes that at the very least, functioning teleporters will mean prisoners will get to leave the living hell of Grindcore, even if it is to work as slaves on other planets. The pair's argument ends when loud music beings playing through the camp... music that Quark identifies as "The Empyrean Suite..."

To Rung's horror, Froid unlocks Sunder's cage, deeming his release "the least worst option." Kindle and Fervor rush aboard the ship and level their weapons at the serial killer, but he turns his gaze upon them, and Skids and Rung gasp in horror at what occurs. Reacting quickly, Rung transmits a live recording of the proceedings he has been making to Megatron in order to warn the crew...

Some time later, Tailgate awakes from his coma to find all lights on the Lost Light deactivated, with strange, spherical balls of machinery dotted around the corridors. Exploring the darkened vessel, he finds Getaway in the brig after his recent crimes, but when the escape artist remains silent in the face of all the puzzled Tailgate's questions, the little 'bot punches the wall in anger, and somehow, all the nearby windows shatter. Just as Tailgate bends to examine one of the machine-balls, Rung, Skids, and Froid appear, and Rung explains what the ball is: horrifyingly, it is Rodimus, who has fallen victim to one of Sunder's favorite mind-tricks. The killer uses his mind powers to force his victim to transform, but causes them to forget how to, resulting in them turning themselves inside out. The lights are out and the crew are locked up in their rooms to prevent Sunder from seeing his intended victims, but Rung is out looking for Chromedome, as he needs his mnemosurgical skills to prevent Skids from remembering his traumatic time in Grindcore, lest the sudden, violent recollection of those memories permanently damage his mind. Unfortunately, the grinning Sunder then rounds a nearby corner, and Skids clutches his head as the memories begin again...

Flashback: Skids is invited to Tarn's office, where Tarn confirms that the teleport generators are working, and shows Skids a datapad of the promised prisoners being released into the Manganese Mountains. Skids tries to up the ante, insisting that a hundred prisoners will have to be freed next time, but Tarn informs him that Snare can fix the generators in the future, having watched Skids's repair job. Tarn then tells Skids that, as he is no longer of use to him, he will be sent off on the next mass teleport the following day, but Skids asks if he can give his place to someone else.

Rung blocks Sunder's line-of-sight on Skids with his own body and drags Froid in to help, but the rival psychiatrist makes the mistake of looking Sunder in the eyes, and screams in agony as he is made to transform himself inside-out. A sudden blast fells Sunder, courtesy of Thunderclash, who has arrived with Megatron and Chromedome, but the killer survives and quickly flees. As Chromedome goes to work sealing off Skids's memories once again, Thunderclash, Megatron, Tailgate, and Rung pursue Sunder back to the shuttle bay, where yet another unpleasant surprise is waiting for them—Froid's shuttle, it turns out, is the dead, transformed body of Sunder's brother Sceptre, which Sunder now transforms into a giant robot-battle-suit! Thunderclash falls victim to Sunder's mind-powers and is turned inside out, but before the same can happen to Megatron, Rung reveals his own ace in the hole: his model ship collection, all actually armed and flight-capable, which he controls via a remote and uses to shoot out Sunder's eyes! Tailgate sho

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