The episode opens with Val yelling at Sinn to come out of the bathroom so that they can "start being gay." When Sinn enters without her armor, Val shoots her and steals the key to the Annihilatrix. Before Val and the Decepticles can reach the Annihilatrix, however, the key is stolen by Wendell (riding Watley the Dread Lobster).
In his office, Xander Crews, after seeing his plan backfire, is introduced to his fourteen year old daughter, Jenna. She tells him that her mother was Felicity Finnegan, a woman he dated for three years before abandoning when she got pregnant. Felicity recently died of cancer. Xander pays her one million dollars to never contact him again, and asks the doctor to test him for cancer, thinking it's contagious.
Meanwhile, Val has convinced the Decepticles that Wendell and Watley killed Sinn and put her armor on Val in order to frame her. They use the GPS tracking beacon in Wendell's armor to begin tracking him.
With Wendell and Stanley by her side, Antagone is giving birth to her mutant ant-baby in a run-down motel (in order to avoid discovery). Wendell produces a ring to propose to her, but Wendell stops him and asks to speak to him outside, at which point he cuts Watley's head off with his machete. Wendell helps Antagone give birth to a slightly larger than human-sized monster, who promptly bites Antagone's head off, and whom Wendell names Cody II.
Outside, Xander arrives at the motel in his Awesome X gear. He finds Killface and Simon in one of the nearby rooms, and they, along with the Decepticles and Val, prepare to storm the room, just before Wendell explodes out of the wall, riding Cody II.