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Ratchet reports to Arcee and Jack that there's an incoming vehicle, which they initially assume to be a Decepticon, but they relax when it turns out to be June Darby in her car. Jack's less than enthusiastic that his mother's come to check up on him again, but the mood changes when Ratchet detects an unusual magnetic flux.

Onboard the Nemesis, Soundwave has also picked up the magnetic signature, which Megatron recognizes as a Decepticon weapon. Breakdown volunteers to secure the invention. Megatron is skeptical of Breakdown's abilities following certain recent events, but Breakdown insists.

Meanwhile, Miko and Raf arrive back at the Autobot base with Bulkhead, but their high spirits drop when they realize that Jack's mom is there. Arcee and Jack prepare to go conduct a routine diagnostic, but when June questions how safe it will be, Arcee becomes irritated. Ratchet asks Bulkhead to go and investigate the magnetic disturbance, and when Miko announces she's going, too, Bulkhead is obliged to tell her to stay at the base. Finally, June's questions become too much for Arcee, and she opts to go with Bulkhead.

In a desert area, Breakdown breaks apart some rocks to find the device he's after. No sooner has he picked it up, than Airachnid puts in an appearance, clouts him and grabs the weapon. Breakdown recovers quickly and begins fighting Airachnid, until she burrows up from beneath the earth and drags him down, leaving him buried. She picks up the device and is ready to leave, when Breakdown pulls himself free of the ground, and the pair charge at each other.

Nearby, Arcee and Bulkhead trudge through the rocks, discussing how Jack's mom is a killjoy; Miko, who has quietly tagged along, asks if they can ban her from the base. Arcee calls for a Ground Bridge to send Miko back, but Miko talks her out of it. After Miko requests that Bulkhead play some rock music, Arcee tells him to shut it off as it's not exactly stealthy. They soon find Breakdown and Airachnid fighting.

Leaving Miko a safe distance behind, the two Autobots leap into combat, surprising Airachnid, who has just gotten the upper hand. Bulkhead tosses Arcee into the air, and she shoots at the pair before charging at Breakdown, but Airachnid insists on facing Arcee herself. After a few minutes' fighting, Bulkhead and Arcee overcome their opponents, but Breakdown grabs the weapon and activates it. Warning him that it isn't a toy, Airachnid retreats underground, and Arcee and Bulkhead find themselves being dragged towards each other. The weapon hoists them into the air before slamming them back against some rocks. Satisfied, Breakdown transforms to return to the Nemesis. Miko finds her phone stuck to Bulkhead's chest and Arcee stuck to Bulkhead's back.

Driving along a road enroute to the Nemesis, Breakdown is ambushed and entangled in a web.

Back at the Autobot base, Ratchet realizes that the weapon Breakdown has is a polarity gauntlet and says that their best bet to get Arcee unstuck is to get the gauntlet back. Arcee insists that Miko should return to the base, and Miko complains loudly that she sounds just like Jack's mom, which June naturally hears over the comm link.

At an old gas station, Airachnid tries on the gauntlet. Breakdown, securely webbed to the side of the building, suggests that they could take it back to Megatron together, but she's not keen on re-joining the Decepticons and thinks the gauntlet will be perfect for keeping everyone else away. Bulkhead trudges up to the gas station to confront Airachnid, who tells him to put his hands up and turn around. He does so, revealing Arcee firmly attached to his back; Arcee promptly opens fire, managing to shoot the gauntlet out of Airachnid's hand. The device activates and drags everything metal towards it, including Breakdown, who is pulled free of the webbing and shuts the gauntlet down. Bulkhead and Arcee begin awkwardly fighting Breakdown and Airachnid. Bulkhead manages to deck Breakdown and turns to face Arachnid, but then Breakdown uses the gauntlet to drop an oil derrick on the 'Bots.

Pinned under an unconscious Bulkhead, Arcee is menaced by Airachnid. Fortunately, Bulkhead comes around in time, and the pair stand up, now separated. Arcee attacks Breakdown, but Bulkhead finds himself no match for Airachnid, who grabs the gauntlet and uses it to draw Arcee to her. Bulkhead blasts Breakdown into another oil derrick, while Arcee and Airachnid fight. Arcee eventually gets possession of the gauntlet and uses it to polarize everyone so that they repel metal. Airachnid uses her webbing to snatch the gauntlet back and transforms to escape, but Bulkhead grabs onto her helicopter mode and throws her into Breakdown.

With the gauntlet secured, Arcee and Bulkhead head back to the Autobot base, where they give it to Ratchet. June apologizes for being overprotective.

On the Nemesis, Megatron is unhappy when Breakdown returns apparently empty-handed, but Breakdown reveals he has Airachnid stuck to his back. Airachnid tells an amused Megatron that she is happy to return.



 June: And I wore heels and everything.

Jack: Mom!!


  Miko: Uggh! They are not attracted!

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