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As Megatron's army of Dark Energon-powered Terrorcons march, Optimus Prime and Ratchet are horrified at the desecration. The Dark Energon flowing through Megatron gives him control over this new army, and he directs them to destroy the two Autobots. When the Terrorcons keep getting up as fast as Optimus can blast them down, Ratchet discovers that dismemberment is a more effective way of dealing with them.
On the Decepticon ship, Bulkhead rescues Jack and Raf, who are under fire from the Decepticon sentries. They explain they were worried about Miko, who pops up from Bulkhead's back seat. Bulkhead drops everyone off behind some cover before driving under the Decepticon ship, scaling a nearby cliff, and jumping on board. After dealing with a bunch of Decepticons, Bulkhead realizes that Miko's not with the other kids, and she pops out of his chest, having stowed away. Miko finds herself in the middle of the fight between Bulkhead and the 'Cons, which the Autobot swiftly terminates with the help of a piece of deck plating. While the pair move into the ship, problems are occurring outside; Jack and Raf are captured by the Decepticons and taken on board the ship, where Bumblebee and Arcee abruptly appear and rescue them. The two parties run into each other in a corridor, and Jack and Raf let Arcee know where Fowler is, having heard their guard talking.
Starscream's interrogation of Fowler is finally beginning to bear fruit, when the distant sound of gunfire can be heard, and Fowler stops being helpful. Starscream gives him a jolt with the Energon prod, stunning him into unconsciousness, and sends the two guards to find out what's going on.
Back at the Terrorcon battle, Ratchet notes that exposure to the Dark Energon is sapping their strength. The fight carries on, but first Optimus, then Ratchet disappear under piles of Terrorcons. Megatron laughs...but with a cry, Optimus breaks free and helps Ratchet up.
The Autobots clear out a room on the Decepticon ship for the kids to hide in. Miko and Jack immediately begin arguing over their situation, which upsets Raf. Jack and Miko try to reassure him before Jack notices a huge computer display. Raf thinks it has important information on it.
Fowler's interrogation is complicated by the man's now-dazed state. It's further complicated when Bulkhead and Bumblebee appear in the doorway. They aim their guns at Starscream, who aims his at Fowler, only to feel a tap on the head. He looks up to find Arcee is balanced in a shaft right above him, aiming her gun downwards.
The kids know that they've found important information, but are at a loss as to how to get it back to Optimus. As Raf's contemplating using a flash drive, a Decepticon walks in. The kids dive for cover, but Raf goes back for his backpack and is spotted by the Decepticon.
The Mexican standoff in the brig is broken when Fowler distracts Starscream, and the Autobots start firing. Starscream decides discretion is called for, and he flies off down the nearest corridor.
Menawhile, the Decepticon starts firing on Raf. Jack heroically runs out and tackles Raf, getting him to safety behind one of the Decepticon corpses, before instructing Miko to use her cell phone take a picture. She snaps a picture of the Decepticon before Jack redirects her to snap one of the computer screen. The kids leg it from the room, followed by the Decepticon, who is promptly taken out by Bulkhead. Reunited, the kids and Autobots make their escape.
Optimus and Ratchet finish off the Terrorcon horde, and Optimus starts climbing up to Megatron. Megatron compliments Optimus on his performance, but boasts that the battle was simply a prelude to the main event and flies off. Ratchet wonders ominously what Megatron has in store for them.
Back at base, Ratchet's damaged arm is tended to, and Optimus tells off Bulkhead for letting the kids accompany him into battle. Miko defends Bulkhead and tries to claim they were doing "recon" by showing the snapped schematics, but Jack's upset about the fact they were all almost killed and decides he wants out of the whole affair. After some sad farewells (except from Ratchet), they send him home by Ground Bridge.
Back on the Decepticon ship, Megatron abuses Starscream for disobeying his orders, which has resulted in damage to the ship, which in turn threatens to delay Megatron's plans. Starscream manages to quell his master's anger by announcing he has a way to get their plans back on course.
Miko pays Jack a visit and tries to talk him into returning to the Autobots, but he's content to go back to his normal life.
Ratchet, meanwhile, is checking out the data Miko photographed, and he realizes that it's the specs for a Space Bridge part. Bulkhead draws the conclusion that Megatron's thinking of leaving and shares his enthusiasm, but Optimus points out that Megatron's probably intending to bring an army to Earth with it, and there's only one place he can find enough Transformer corpses to build a new army: Cybertron.
- Back-to-Back Badasses: Optimus and Ratchet versus Megatron's undead army. At the end, there's a massive pile of scrap and the two Autobots are mildly injured.
- Cell Phone: Of the Super Cell Phone variety. Miko is able to take a high-quality picture of the Space Bridge specs with hers.
- Clown Car Grave: Well, it was a battlefield...
- Due to the Dead: That Megatron is desecrating Cybertronian graves angers Optimus and Ratchet almost as much as the fact that he's using the ensuing zombies to kill them.
- Mexican Standoff: Bulkhead, Bumblebee, and Arcee vs. Starscream vs. Fowler
- Refusal of the Call: Jack.
- Still Got It: Even though Ratchet hasn't fought since the war, he still chops through Terrorcons with ease.