- [the defense system starts to malfunction]
- Rattrap: Show's over, Rhinox; shut it down!
- Rhinox: How? The console's junked, thanks to you and Dinobot!
- Cheetor: [entering] Hey, what's going on?
- Rhinox: Sentinel thinks we're intruders! We have to get out of here! Help Dinobot!
- Rattrap: Uh... what about that friend-and-foe program?
- Rhinox: That's what I was working on when you pulled that stunt!
- Rattrap: Ooops...
- [the defense grid is deactivated]
- Cheetor: Hey, the defense grid's down...
- Rhinox: Oh, no...
- Optimus Primal: What is it, Rhinox?
- Rhinox: Sentinel would not have deactivated if, if the intruder was still active...
- Cheetor: Rattrap... gone? No way. I don't believe it.
- Optimus Primal: He was a difficult Maximal to deal with - at times, impossible. But I'll remember him with honour.
- Dinobot: I won't disgrace his memories with lies! He was a stinking, omnivorous pestilence! But yet... in some perverse way... I shall miss him.
- Rhinox: Sure, he smelled, he was a rat - but he was my best friend.
- Rattrap: [surprising them] Oh, boohoo, boohoo! Don't stop!... Ya motorheads are killing me!
- [first lines]
- [In an underground cavern beneath the Maximal ship, Waspinator, Terrorsaur, and Blackarachnia are working on a tunnel]
- Waspinator: Waspinator tired of this! Can't this bomb fit?
- Blackarachnia: It's not a bomb, bug! It's a sonic projector. And when placed correctly, it'll blow a sweet little hole in the bottom of the Maximal base!
- Terrorsaur: We have to widen the tunnel!
- Blackarachnia: So? Widen it! I'm soiled enough already just being around you two!
- Waspinator: Spider-bot dig her own hole!
- [flies away in a huff]
- Terrorsaur: [transforms] Megatron said dig. So start digging!
- Blackarachnia: [transforms] I'm the brains of this little operation... not the brawn!
- [a standoff ensures between Terrorsaur and Blackarachnia]
- [Optimus Primal startles Tigatron]
- Tigatron: Not many can sneak up on me like that...
- Optimus Primal: I think you could learn a lot from Rattrap... if you could stand him.
- [the defense system upgrades itself]
- Rattrap: Oh, man... there won't be enough of me left to fill a teaspoon!
- [dodging fire from Sentinel]
- Rattrap: And one and two and stretch - now bend, now lift - feel the burn! YEAH!
- Waspinator: [flying in circles] Waspinator sick of taking orders! Waspinator is greatest of Predacons! Waspinator rules!
- Dinobot: Danglers? Defense guns? What kind of defense grid is this?
- Rhinox: What's coming out of your gearing?
- Dinobot: These toys won't work against Predacons in battle mode! Lethal threat demands lethal response!
- Rattrap: Oh, yeah? Well respond to this, Chopperface!
- [programs the system to attack Dinobot]
- Blackarachnia: In fifteen cycles, we will be inside the Maximal base...
- Tigatron: The only place you're headed for is the slag heap!
- [removes the sonic projector and runs off]
- Blackarachnia: He's stolen my invention!
- [the Predacons transform and chase Tigatron]
- Blackarachnia: You can't win, cat! The device will explode and take you with it!
- Tigatron: In that case, allow me to return it!
- [hurls the device at the Predacons]
- Blackarachnia: NOOO!
- Terrorsaur: Let's get out of here!
- [the Predacons scatter]