Optimus Prime has a meeting with his Autobots to plan a final confrontation with the Decepticons. Megatron derails a train he thinks is carrying the Autobot prisoner Soundwave. In reality, the train only contained a hologram of Soundwave as a ruse to lure the Decepticons into a trap. Optimus Prime arrives and fights Megatron. The Decepticons discuss leaving Megatron on his own when Ironhide, Bumblebee, and Ratchet show themselves. Mindwipe tries to hypnotize Bumblebee, but Bumblebee covers his ears and talks over Mindwipe's voice, nullifying the effect. Megatron throws a train car at Optimus, who then does a badass flip over it. Bludgeon fights Ratchet. Starscream fights Ironhide. A small army of the Autobot's human allies then surround the battlefield. Optimus Prime gives each Decepticon a choice. Leave Earth or be destroyed. To Megatron's surprise, Starscream, Bludgeon, and Mindwipe comply and leave. Optimus Prime is not surprised, since Megatron has been displaying poor leadership skills. Alone, Megatron also leaves Earth, but not before a parting threat to the planet. Bumblebee stamps out a gigantic Autobot insignia in the dirt as a reminder to the Decepticons.

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Back at Autobot headquarters, Bumblebee calculates the location of Megatron and Starscream by monitoring digital communications. In an arctic area, Starscream taunts Megatron and Megatron threatens Starscream. To Starscream's surprise, Optimus Prime drives up and runs down Starscream. Optimus Prime transforms and kicks Starscream while he is down. He turns to fight Megatron. At a nearby NEST base, four Autobots prepare to back up Optimus Prime, who is taking on both Megatron and Starscream with his Dual Energon Swords. The Autobots arrive and Megatron orders Starscream to take them on while he fights Prime. Prime knocks down Megatron, giving him an opportunity to finish him off, but... he doesn't. The Autobots have also brought down Starscream. Optimus Prime allows Megatron to escape.

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Ironhide is speeding down Interstate 95 when he gets pulled over by what he thinks is a human police car. Though contemplating embarrassment when Prime finds out he got a speeding ticket, Ironhide is greeted by Lockdown and realizes that the police car is actually Barricade. Ironhide exchanges words with Lockdown and Barricade, aiming his weapons at both. Lockdown steals one of Ironhide's missiles right out of his missile cannon. The missile blows up in Lockdown's hook hand, knocking him down. Ironhide punches Barricade out, then piles a couple of tons of rocks on him from a nearby dump truck. Ironhide taunts Lockdown. Lockdown's optics are malfunctioning, making there appear to be multiple Ironhides, so he retreats in terror.

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Mindwipe has accepted Starscream's leadership. In a remote jungle area, Mindwipe hypnotizes and interrogates Jack, who tells him that Sideswipe and Ratchet are transporting the Energon over a mountain road. Starscream wants the Energon to secure leadership of the Decepticons. Mindwipe also wants it for himself. Optimus Prime warns Sideswipe and Ratchet that they are being tracked. Starscream and Mindwipe attack. Mindwipe attempts to hypnotize them, but Sideswipe counters with the power of rock and roll from his satellite radio. While Mindwipe writhes in pain, Sideswipe holds off Starscream while Ratchet pushes Mindwipe and the trailer of Energon over the cliff. Starscream is beating up Sideswipe when he notices the Energon falling and goes after it. Mindwipe begs for Starscream to save him, but Starscream grabs for the Energon instead. Ratchet blasts the Energon with his EMP causing it to explode. Starscream flies off, and Ratchet and Sideswipe look for a place to hide.

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As firemen battle a raging blaze in Scramble City, a new fire vehicle hauls up. When one of the firemen approaches it, a voice makes a dry remark about the accuracy of the name "fireman", before fire arcs from the truck's roof-mounted weapon to the burning building. The new truck transforms into Smolder, with his Mini-Con companion Chopster, who are determined to put the city to the flame. Luckily Bumblebee and Ratchet have been alerted to the duo's activities by Optimus Prime, who briefs them as they race through the streets. They reach the burning building and are confronted by Chopster, who looks ready to fight them. As soon as Bumblebee lowers his battle mask, the Mini-Con screams loudly and runs back into the building. While Bumblebee is keen to avoid a fight, a moment later Smolder almost runs them down, and sprays Bumblebee with flame. Ratchet blasts Chopster from Smolder's roof with an EMP pulse, and the Mini-Con falls to the ground in ax mode. Smolder flings him at the Autobots, but Bumblebee bats the projectile aside, and suggests Ratchet disable the larger Decepticon with another pulse. Unfortunately Ratchet's weapon needs time to recharge, and while Bumblebee and Smolder fight, he uses his own spark to give it enough power. The EMP blast locks Smolder mid-transform, and the two Autobots crack jokes over his body.

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Bumblebee watches a recorded message from Optimus Prime telling him it's important to always be on his guard. So engrossed is Bumblebee in the message, that he lets Ironhide knock him in the head. Ironhide says the Decepticons pick on Bumblebee because he's small and appears to be an easy target. Bumblebee tries to assert himself, and ends up knocked on his can. He barely has time to get up before Ironhide, now in vehicle mode, spins him around. Having finally had enough, Bumblebee returns fire, but his main weapon seizes up in the cold. Ironhide charges him, and the pair fall to the ground, but Ironhide immediately stops, noting that they almost "smashed one of the locals". Bumblebee sees only a flower growing through the ice, but Ironhide tells him to look closer before making him swear not to tell the humans. He reminds Bumblebee of their mission to protect all sentient life...

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Sideswipe, after discovering him in the middle of Mission City, is doing his best to repair Ratchet. However, what Sideswipe cannot repair, is the empty hole left in Ratchet's arm after the loss of his EMP blaster. However, Sideswipe tells him not to worry about it, as NEST has plenty of new weapons, including some pistols that Sideswipe picked up after he lost his swords. Meanwhile, Lockdown has managed to break into NEST command, and get inside undetected. He takes Sideswipe by surprise while he's training, and loses the EMP blaster after Sideswipe shoots him. Just as he goes to grab it, Ratchet manages to pick it up, and blast him back. At this point, Lockdown retreats. Sideswipe wants to go after him, but Ratchet states that there's no need, as Lockdown is headed right for the medical bay. Lockdown runs into a dark room, and is grabbed, thrust onto a table, and put into stasis by the medical lab's tools. Ratchet and Sideswipe then enter, and have plans for Lockdown...

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Sideswipe is in pursuit of Barricade and Frenzy on Interstate 95 in Scramble City. Barricade stops at a secure facility and uses a hologram of a police officer to fool a face-recognition scanner to gain access to the building. Once inside, Frenzy hacks into the computer system. Sideswipe sneaks up on them and attacks Frenzy, crumpling the little Decepticon into a ball. Barricade taunts Sideswipe, but Sideswipe plays it cool, so the Decepticon then throws the balled-up Frenzy at Sideswipe, who bounces him back. Barricade attacks, and the two of them struggle until Barricade uses a coolant line to freeze Sideswipe to a computer bank. The Decepticons leave with stolen NEST defense deactivation codes. Sideswipe breaks off one of his cybertanium blades while freeing himself.

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Lost in the jungle after his altercation with Bludgeon, Ironhide stumbles on a cave which his sixth sense tells him is important. He ventures inside. Back at NEST HQ, Bumblebee reports that they lost contact with Ironhide when he went into the cave. Optimus heads for the position to investigate, and Bumblebee conducts a scan of the area, which reveals that it's rich in energon deposits. Ironhide has been hypnotised by Decepticon fugitive Mindwipe, who orders him to gather up all of the energon. Before this can happen, Optimus appears and blasts Mindwipe off the ceiling. Mindwipe is indignant at being interrupted, but Optimus punctuates the interruption with his fist and tries to talk Ironhide out of the hypnosis. Meanwhile, Mindwipe tries to put the voodoo on the Autobot leader as well, but Optimus fights it and uses his truck horn to break Mindwipe's concentration. Mindwipe transforms to escape, but is promptly blasted by Optimus. Ironhide finally snaps out of the trance, only to experience befuddlement at what has happened.

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Tracking Megatron's unique Spark energy signature, Optimus Prime and Sideswipe arrive at an abandoned factory. Optimus cuts short Sideswipe's chatter to scan the area, but doesn't detect Megatron. Even as Sideswipe complains that the Decepticons seem to be one step ahead of them, Megatron himself rears up behind him and bats the Autobot aside. As Megatron explains, he's been cloaking his spark to remain undetected. Optimus and Sideswipe engage the Decepticon leader in swordplay. Sideswipe cheekily interrupts Megatron's fight banter by stabbing him in the foot mid-sentence. Prime makes an appeal to Megatron to surrender, but Megatron responds by transforming to tank mode and blasting a chunk of ceiling down on the two Autobots. Prime and Sideswipe dodge the falling material, but in the confusion, Megatron escapes. Optimus announces that now Megatron is leaving a trail he can't hide.

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Ratchet is the only Autobot at NEST headquarters, and all of the human team members are asleep. He is firing his EMP blaster at a portable stereo in order to make adjustments, when he is contacted by Optimus Prime. Optimus notifies him that Lockdown is causing trouble in Mission City. Ratchet goes to confront the Decepticon. Ratchet briefly chases Lockdown through the city until he is able to score a hit with his EMP blaster. They both transform and exchange words. Ratchet attempts to shoot Lockdown, but his EMP blaster malfunctions. Lockdown thrashes Ratchet with his hook, steals his EMP blaster, and gets away.

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Bumblebee has confined Soundwave inside a vacuum-sealed electromagnetic bubble, where his sonic weaponry is useless. Ironhide is tracking Bludgeon through the jungles surrounding NEST headquarters. Optimus Prime orders him to avoid confrontation until reinforcements arrive. Ironhide engages camouflage in order to remain hidden, and it's so effective that Bludgeon runs right into him. Ironhide doesn't mind, as he wants to finish Bludgeon on his own. They exchange insults and fight each other to a draw. Ironhide invites Bludgeon to join the Autobots, but Bludgeon refuses out of fear of Megatron and jumps off of a cliff to escape.

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At NEST command, Ironhide and Bumblebee review some data tracks Optimus Prime has made on the history of the Autobot-Decepticon war for preservation in Vector Sigma. Suddenly, an explosion occurs outside the base. Ironhide goes to investigate while Bumblebee is left to lock down the important datatrax. But as Ironhide leaves, Soundwave breaks into the base in his satellite mode, overwhelming Bumblebee with a sonic attack. Soundwave gloats that Optimus will regret leaving the smallest Autobot to guard NEST command. Outside, the Decepticon Bludgeon roams the jungle... until Ironhide drives right into him! He had been hoping to have a go with Bludgeon, and decides to use an appropriate human phrase: BRING IT! Inside NEST command, Bumblebee fires at Soundwave, but the Decepticon absorbs the sonic boom and sends the acoustic energy right back at him. Bumblebee decides to use a rapid fire assault, and Soundwave is unable to repel all the sonic booms from Bumblebee's weapons. Within moments, the Decepticon falls. Outside, Ironhide looks for Bludgeon, who uses a tree to send Ironhide flying. Bumblebee then contacts Ironhide to inform him of Soundwave's attack, but Ironhide tells Bumblebee to sit tight: this is between him and Bludgeon. To be continued...

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