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The three kids and their Autobot guardians head back to the Autobot base, where Ratchet is being attacked by a piece of animated equipment. Optimus Prime deals with it, but now suspects that both it and Cliffjumper were vivified by Dark Energon.
Megatron, now powered up by the Dark Energon, has decided his next move and leaves the Decepticon ship in Starscream's hands. Starscream thinks Megatron's gone a bit loopy, and he orders Soundwave to increase surveillance.
Optimus has realized Megatron's plan to create an undead army. As the rest of the Autobots arrive, Optimus announces he's going on a mission with Ratchet, who doesn't take kindly to Arcee's suggestion that he may be a little rusty. Leaving Arcee in charge, the pair Bridge out. Arcee immediately puts Bulkhead in charge and goes out on patrol with Bumblebee. Miko attempts to organize an impromptu band practice, but while she's belting out an electric guitar solo, the proximity alert goes off. The kids hide behind Bulkhead as Agent Fowler walks in to complain about the Energon mine explosion. Unfortunately, Miko's guitar gives them away, and Fowler announces he's taking the kids into federal custody, but Bulkhead puts his foot down and Fowler storms out.
In a remote region, Prime explains to Ratchet that they're looking for the remains of an old Transformer battlefield, from the period in the war for Cybertron when Energon started being hidden on other planets.
As Fowler flies from the Autobot base in his helicopter, he radios in a report, which is intercepted by Soundwave. Starscream orders Fowler captured, so Soundwave sends out Laserbeak. The Deployer catches up with Fowler, who engages in some deft maneuvers to try and avoid it, and even gets some shots off before it slices the tail off his 'copter and abducts him.
Fowler's distress call is picked up at the Autobot base. Though Bulkhead is reluctant to help, the others point out that Fowler knows the location of the base. Raf sets about hacking into a federal computer so that they can locate Fowler. Bulkhead leaves Jack in charge and heads out. Bulkhead finds himself near the Decepticon ship, but is surprised when Miko pops up next to him. After dealing with a Decepticon sentry, he contacts Arcee. Back at the base, Jack and Raf have realized that Miko is gone, and they use the Ground Bridge to follow. Unfortunately, this leaves the base unmanned when Arcee rings in to get use of the Ground Bridge. Jack and Raf arrive at Bulkhead's location and immediately manage to attract the attention of the Decepticon drones on guard.
Starscream interrogates Fowler without much success, so he resorts to getting out the Energon prod.
Meanwhile, Optimus and Ratchet reach the Transformer graveyard they've been seeking. Unfortunately, so does Megatron, who uses a chunk of Dark Energon to raise an army of Terrorcons.
- Delegation Relay: Arcee, you're in charge...Bulkhead, you're in charge...Jack, you're in charge...Raf, you're in charge.
- Electric Torture: Fowler is on the receiving end of this.
- Light Is Not Good: When Megatron raises the Terrorcons, he goes all glowy.
- Ninja Pirate Robot Zombie: Played completely straight with the Terrorcons.