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Silas and three MECH soldiers are searching through a wooded area for a Decepticon. They jump into a web-shrouded ravine, but the three soldiers are snatched from the ground and stuck on one of the webs by Airachnid. Silas takes a shot at her, but is promptly thrown against a rock wall and webbed there. The Decepticon threatens to eviscerate him for what MECH did to Breakdown, but wants his help in finding Jack Darby and promises to give them Arcee in return.

Meanwhile, Jack arrives home with Arcee, to find his mother mad that he's been breaking curfew and neglecting his job and schoolwork. She believes he may have been racing his motorcycle and grounds him for the next few weeks — with no motorcycle use. Arcee says she'll miss Jack during that time, but he points out that if she doesn't stay in the garage, his mom will think he's breaking her rules. Arcee promises she'll try to be back in the garage before his mom gets home each night.

The next day, as Jack's leaving KO Burger, he gets a call from his mother, who is on her way home early to make dinner for him. He frantically contacts Arcee, who's with Bumblebee in the middle of a fight with some Vehicons. Arcee leaves Bumblebee to it and Bridges out. June arrives home to find the garage empty, and she blows up at Jack as he arrives on his bicycle. Arcee Bridges into the garage behind her, but this merely results in June thinking one of Jack's friends snuck the motorcycle in. Jack spills all about the Autobots, but when Arcee refuses to transform, Jack's mom asks if he's been hanging out with a science fiction club. She leaves to return to work, the conversation unfinished.

Meanwhile, Silas uses images from the black box from Airachnid's ship to track down information on Jack, including the identity of his mother. A MECH vehicle soon arrives to abduct June as she leaves the hospital after work.

That evening, Jack arrives home on his bicycle to find Arcee, but no mom. There's a package waiting for him, which turns out to be a MECH communicator. Silas tells the pair that MECH has June, and that are GPS coordinates within the communicator that will lead them to the temporary MECH facility. Arcee attempts to contact the Autobot base and gets an instant headache. Silas explains that the communicator will scramble her brain as well as Autobot communications.

Jack and Arcee follow the communicator's map to a disused factory, where they're met by Silas and a bunch of MECH goons. They race past the MECH team to look for Jack's mom and instead find Airachnid. Airachnid webs Arcee, who is then zapped by a MECH soldier. The 'Con tells Jack he has until midnight to rescue his mother. Jack tries to plead with Silas for help, but the MECH leader pushes him back. Jack then races off to find his mom, followed by Airachnid. Silas tells his men to start working on Arcee, as he suspects Airachnid will double-cross them.

Jack runs through the factory, but is unable to find June until Airachnid points her out, dangling in a web cocoon from a building. At this point, June awakens both to discover her predicament and to spy Airachnid. Jack tells Airachnid he's found his mom, but she points out the task was to rescue June. Webbing Jack's hand to the ground, she prepares to destroy his family.

Inside the factory, the MECH surgeons finish cutting through the web holding Arcee, and Silas instructs them go for the heart, as they only have time to take one part. Arcee has recovered consciousness by this point, and she tosses the MECH personnel aside before leaving to help Jack.

As Jack continues to try to free his hand, Airachnid moves in on June. Before she can lay a hand on Jack's mom, however, Arcee comes barreling up a nearby roof and tackles her. Jack gets free and goes to help June, while Arcee and Airachnid battle on the factory superstructure. They eventually reach the ground, but Airachnid's laser fire damages the platform June is dangling from, and Jack has to scramble to avoid falling. Jack accidentally knocks against a lever, pouring concrete into a concrete truck on the ground. Arcee manages to kick Airachnid into a container nearby, and with Jack's help, pours concrete in on top of her. Airachnid starts climbing out, but is frozen by the quick-drying substance. Arcee goes to help June, but the concrete isn't enough, and Airachnid webs her back to the ground. Luckily, the cavalry arrives in the form of Agent Fowler with three helicopters armed with chain guns.

Inside the factory, Silas wonders how Fowler was alerted, and then realizes Jack stole his radio earlier. The helicopters stop firing, but this just allows Airachnid to scan Fowler's chopper and make her escape in her new alt-mode. Her scanning process is also observed by Silas.

Agent Fowler introduces himself to June and attempts to weave a cover story, but June doesn't buy it. Jack introduces her to Arcee, and the next day, they go to the Autobot base so that she can meet the rest of the Autobots.


  • Ain't Too Proud to Beg: Jack begs Silas to let him and his mother go. Unbeknownst to Silas until later, Jack only did this to steal his radio and call in Fowler.
  • Cassandra Truth: Jack tries to tell his mother the truth early on, but she doesn't believe him. Later, after seeing Arcee transform for herself:

 June: Jack, your motorcycle?

Jack: I can explain, Mom. Wait, I already did.


 Jack: Mom, meet the science fiction club.

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