Bulkhead is fighting Breakdown in a ghost town on the Kamchatka Peninsula in Eastern Russia after the two have a run-in while tracking an Energon signature. Though Bulkhead fights valiantly, Breakdown lays him flat with a hammer blow. As Breakdown prepares to finish the unconscious Bulkhead off, he's zapped by a blast of energy from a helicopter, which lands and disgorges Silas and a pack of MECH troops. Silas instructs them to take Breakdown. Bulkhead comes around to find Breakdown missing and Miko calling out to him on the comm. After he Bridges back to base for repairs, everyone's confused about what happened to Breakdown. Agent Fowler has an idea who might be behind it.
On the Nemesis, Starscream relays news of Breakdown's capture to Megatron. Starscream is keen to hunt down the humans responsible, but Megatron intends to leave Breakdown to his fate for being captured by those he considers weaker.
In MECH's current workshop/headquarters, Breakdown recovers to find himself firmly attached to a metal slab. Silas introduces himself to the captive. Breakdown assets that Megatron will never pay a ransom, but Silas reveals that they're not after money, just the technology in Breakdown's body.
Meanwhile, Agent Fowler fills the Autobots in; his intel has reported MECH activity in the Kamchatka Peninsula. While the other Autobots are happy for MECH to have Breakdown, Optimus Prime decides to mount a rescue mission. The others are surprised, and Bulkhead wonders if Optimus believes Breakdown will switch sides if the Autobots rescue him, but Optimus says while that's unlikely, they can't let MECH get Cybertronian technology.
In their workshop, MECH have disengaged Breakdown's pain receptors in preparation for the operation. Silas thanks their captive in advance for the service he is about to do for them, and the heavy machinery moves in to take the Decepticon apart.
At the Autobot base, Miko tries to talk Bulkhead into going on the mission, but he's not keen, and Optimus agrees that he would not be an asset on the mission. Optimus departs with Ratchet, Bumblebee and Arcee. Miko looks disappointed, and Bulkhead suggests they watch a movie instead.
Prime's team arrives in the Russian ghost town, only to find it deserted. Though Bumblebee spots some vehicle tracks, Ratchet reports he's got an Energon trace, and they go to look for the source.
At the Autobot base, Agent Fowler has already fallen asleep in front of Dinolizard vs. Five-Headed Ape. Miko isn't watching the movie, though, as she's disappointed that Bulkhead isn't getting to face down his own arch-enemy. Bulkhead still doesn't want to rescue the 'Con, but Miko points out that if he doesn't, he won't get to have a rematch. Bulkhead decides to take the Ground Bridge to Russia.
In the ghost town, Prime's team finds the Energon reading — it's Breakdown's eye, sitting in the open.
Elsewhere in the area, Bulkhead follows a MECH car to a railway tunnel and, weapons primed, ventures inside.
Meanwhile, Ratchet hooks Breakdown's eye up to his scanner so they can retrieve the last images it saw, but it turns out that Silas has turned the eye into a two-way video feed. Silas is surprised to see the Autobots, but shows off the work they're doing on Breakdown and points out the bomb the Autobots are standing virtually on top of. Prime's team just manages to get clear before the bomb explodes.
In the MECH workshop, Silas passes on the news to Breakdown that his would-be rescuers are Autobots, much to the captive's confusion. At this point, Bulkhead breaks through an outer door and fights his way through the MECH goons to find Breakdown. Freeing the startled Decepticon, Bulkhead leads the way to the exit, but once outside, they're confronted by the bulk of the MECH forces. Bulkhead calls for backup, and the pair start fighting in earnest. Silas's 'copter begins firing bursts of energy, and Breakdown, in an uncharacteristic act of altruism, knocks Bulkhead out of harm's way. The fight continues, but Silas's co-pilot reports incoming signals, resulting in Silas ordering a general retreat. Arriving, however, is not Optimus' team, but Starscream and a squadron of Vehicons. Starscream orders Breakdown to destroy Bulkhead, and though Breakdown is initially reluctant, Starscream sways him, and he attacks his Autobot rescuer. Bulkhead soundly pummels Breakdown before smashing Starscream and taking out the Vehicons with Breakdown's body. The Decepticons are forced to retreat as Optimus' team finally shows up. Optimus is impressed that Bulkhead has risen above his petty rivalries to rescue Breakdown, but the moment is spoiled by Bulkhead asking if they all saw how he bashed the Decepticons.
Returning to the Decepticon ship, Breakdown pauses short of the Nemesis, where Starscream informs him that he will repay his debt one day...when he must choose between Megatron's leadership and Starscream's.
Later on, Silas records that the information they gained from Breakdown was enough for them to start Project Chimera...
- Does This Remind You of Anything?: The ghost town in Russia sure looks like Chernynoble but further east and due to a volcano.
- Expy: Dino-Lizard vs. Five-Headed Ape is one, of classics such as Godzilla vs. Mothra.
- Eye Scream: Silas removes one of Breakdown's eyes, and converts it into a camera.
- Incredibly Lame Pun:
Silas: We're going to take you apart. Break you down, if you will.
- The Only One Allowed to Defeat You: Miko insists that's why Bulkhead should go rescue Breakdown. It works.