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Starscream lies in the Nemesis's lab, having taken a severe pounding from Megatron. His leader pays a visit, mostly to gloat over how their positions have changed. Once he leaves, Starscream rips himself free of the cables feeding him. Knock Out is shocked to see Starscream up and about, but Starscream claims angrily that he feels fine and limps away. Starscream retrieves a shard of Dark Energon — the one he originally ripped from Megatron's body — from its hiding place and promises that his and Megatron's positions will be reversed.

At the Autobot base, Ratchet reports that he's detected a weak but rapidly-moving Dark Energon signal, which the Autobots assume is Megatron. Bulkhead wonders if he plans to use it raise a new army of Terrorcons (Miko seems thrilled at the prospect of zombie-'Cons) and Optimus Prime notes that it's possible, given that the Dark Energon signal is moving to a familiar site.

Starscream arrives at the site of Skyquake's grave, announcing that this time the fallen warrior will be his servant. Breaking off a chunk of the Dark Energon and throwing it into the cairn, Starscream plunges the rest of it into himself and feels the power flowing through him.

Meanwhile, Optimus Prime readies the Autobots to move out, though Ratchet's surprised that he's on the team. As Miko yells words of encouragement to Bulkhead, Jack and Raf observe that she's obviously up to something, since she's acting disinterested in coming along. Indeed, as the Autobots head through the Ground Bridge, Miko makes a break for the opening, and Jack and Raf give chase. Jack manages to grab her on the threshold, but she shakes loose and runs through, though her cell phone is knocked from her belt and ends up being left behind. The three kids arrive on site just behind the Autobots and scramble up a nearby outcropping to watch the anticipated battle.

The Autobots are surprised to find Starscream instead of Megatron, and he takes advantage by shooting at them and proclaiming his invulnerability. Optimus responds by shooting one of Starscream's arms off. As the Autobots close in, Starscream takes cover and shouts at Skyquake to hurry up and rise before panicking and requesting an emergency Ground Bridge. The Autobots finally spot the kids when Miko shouts at Jack for making her lose her phone, just in time for Arcee to call from the base asking where the kids are. Optimus orders her to send a Ground Bridge. Ratchet is surprised when two Ground Bridge portals open, but orders the kids to go in. They do so, and Starscream likewise dives through the 'Con Ground Bridge; moments later, green energy begins swirling around everywhere. Bulkhead runs to save the kids, but is knocked back from the Ground Bridge portal, which then explodes.

Starscream arrives back on the Nemesis and tells the Vehicon Ground Bridge operator to keep his mouth shut. After leaving the Ground Bridge room, he removes the chunk of Dark Energon from his chest.

After the explosion, the kids pick themselves up, as do the Autobots, but the kids quickly discover that the Autobots can't see them, and to Miko's alarm, Bulkhead steps right through her. Unaware, the Autobots speculate as to what happened to the kids. Raf works out that he, Jack and Miko are in a sort of alternate dimension he calls a "shadowzone". Optimus observes that Skyquake's grave is empty and requests a Ground Bridge from Arcee. The kids spot Skyquake — now a Dark Energon zombie — heading towards the Autobots. Their cries of warning go unheard, but Skyquake's strike passes right through Bulkhead. The kids rapidly realize that Skyquake is in the same dimension as they are, and they run for it. Raf trips and is carried to safety by Jack, but has lost his glasses. Miko makes an ill-advised recovery of the spectacles, and they continue their flight.

Back at their base, the Autobots are at a loss as to how to locate the kids until Bumblebee suggests calling them. Bulkhead rings Miko, only to discover her lost cellphone sitting on the floor near the threshold of the Ground Bridge. Arcee rings Jack, and in the shadowzone, his phone rings, but there's too much interference for him and Arcee to communicate. The kids hit on the idea of sending a text message to Miko's phone, but are forced to run as Skyquake finds them. Miko is just realizing that they've gone in a circle when they literally run into Starscream's lost arm.

In the Nemesis sick bay, Knock Out examines Starscream, who covers for his lost arm by saying it just fell off, blaming past trauma for the problem. The medic tries unsuccessfully to interest him in a replacement upgrade arm.

Meanwhile, the kids use Starscream's arm to fire a missile at Skyquake. They manage to blast Skyquake's arm off, but it promptly animates, powered by Dark Energon, and starts charging towards them at high speed. The kids start running once again.

At base, Bulkhead notices that Miko's phone is flashing, and the Autobots finally get the kids' message. Ratchet sets about trying to locate where they are.

Meanwhile, Starscream's piece of Dark Energon starts pulsing, which he takes to mean that Skyquake has risen. He tells Knock Out, returning with a new arm, that he's going to go and retrieve his old arm.

Ratchet pinpoints the kids to the location of Skyquake's grave and starts working on a way to return them to the normal dimension.

In the shadowzone, the kids find themselves back at Starscream's arm and are confronted by the sight of Starscream himself, who has come to find Skyquake. Luckily, he can't see them, but they're forced to run toward him when Skyquake's arm appears. A Ground Bridge portal opens in front of them, and they run through at the last moment. Starscream is startled by the three humans running past, but then Skyquake's arm follows them through the portal and grabs Starscream's head. He has barely shaken the thing loose when Optimus, Bulkhead and Arcee arrive, and he has to request another emergency Ground Bridge.

Back at the Autobot base, Miko takes responsibility for the whole venture, much to Jack's surprise, but the Autobots decide she's been through enough and refrain from punishing her further. Bulkhead regrets that she didn't get to take any pictures, but Miko asserts that the mental image of zombie Skyquake will be enough.

On the Nemesis, Knock Out performs more repairs on Starscream and enquires as to whether he retrieved his arm.

Back in the shadowzone, Skyquake briefly tries Starscream's arm on for size before tossing it away.



 (Starscream is attacked by Skyquake's arm and pulls it off)

This isn't mine! Unhand me!


 Miko: Look, if you're going to blame anybody, blame me.

Jack: I'm sorry, could you say that again...a couple dozen times?

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