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Optimus Prime imagines in dread what will happen if Megatron uses the Dark Energon to raise an army of Terrorcons on Cybertron and brings them to conquer Earth.

Jack arrives at KO Burger and encounters Arcee, who muses that her recent loss of a friend makes it hard for her to say goodbye to him. The Autobots have pinpointed Megatron's Space Bridge in Earth orbit and must use the Ground Bridge to reach it, despite the risks this poses. Arcee and Jack arrive back in time for Arcee to join the mission, and Optimus leads the team (minus Ratchet) through the Bridge. They land on the Space Bridge terminal and look up to see the Decepticon ship moving into position. Megatron observes their presence, but Starscream says that Soundwave is locking on to Cybertron's coordinates.

As the Autobots assume attack positions, Arcee notes that the Decepticons haven't done anything. Optimus scans the ship, and learns that Bulkhead damaged its interstellar navigation dish during Agent Fowler's rescue. Since reaching a target as far away as Cybertron requires pinpoint accuracy, the Decepticons will be unable to aim the Space Bridge without an alternate targeting system. Raf reasons that the Decepticons may be using a radio dish array in Texas, but Fowler is still too out of it to alert the array staff to the danger. Raf attempts to hack in, but the array's firewalls are too good. Jack thinks they should go on site, and they talk Optimus into letting them do it.

Meanwhile, Megatron sends out the Decepticon forces to attack the Autobots. Battle commences.

The kids Ground-Bridge to the array and sneak in. In a small, unused room, Raf finds a computer and determines that the Decepticons have also hacked in, but takes the opportunity to download their Space Bridge plans onto his flash drive. Little do the kids know that Soundwave is in the very next room, plugged in to the computer system as well. He aligns the array, which sets the Space Bridge ready to use, but Raf promptly realigns it.

Responding to Starscream's requests to know what's going on, Soundwave taps into the installation's security systems and locates the three kids. While the kids are discussing what the Decepticons could do, Soundwave's tentacle slithers into the room behind them and attacks. As it goes after Raf, Miko grabs an axe and strikes at it. She hits the tentacle with a clang, but the tentacle then strikes her backward before picking up the axe itself. Though the kids believe it's about to attack them with the weapon, the tentacle withdraws. The kids run into the next room, where they found Soundwave has realigned the dishes and used the axe to cut the hardline, making it impossible to undo his work. Miko then takes a cell phone photo of Soundwave. Before Soundwave leaves, he takes a photo of them.

Starscream activates the Space Bridge, and Megatron physically throws a huge chunk of Dark Energon through it. The Dark Energon strikes Cybertron, swiftly covering the planet and turning millions of dead Transformers into millions of Terrorcons. Optimus realizes that the only course of action left to them is to destroy the Space Bridge.

Raf supplies the specs he downloaded earlier, and Ratchet sets about working out a way to do so with Raf's help.

As Optimus faces Megatron, Bulkhead, Arcee and Bumblebee go to implement some sabotage. Megatron manages to defeat Prime, but as he raises his sword, Starscream alerts him to the actions of the other Autobots. Optimus takes advantage of the momentary distraction to block Megatron's killing blow and blast him away, but the Decepticon leader transforms and flies off to find Prime's team. Arcee's team has just succeeded in rigging the Space Bridge to blow when Megatron attacks and blasts Arcee off into space. The Autobots jump into the Ground Bridge, Bumblebee collecting Arcee on the way. Seeing the potential damage that the exploding Space Bridge would cause, Starscream decides to pull the Decepticons' ship back, imploring Megatron to do the same. As Megatron is overcome with regret over the loss of his army of Terrorcons as they begin to come through, the Space Bridge explodes in his face.

A short distance away in the ship, Starscream notes that Megatron's Spark is now extinguished and all will hail him as the Decepticons' new leader.

The Autobots make it back to their base. Though Arcee's in bad shape, she makes it out alright. Optimus announces that there's totally no way Megatron could have survived the Space Bridge explosion. Fowler thanks the Autobots for saving him, then leaves. Optimus gives a big speech and sends a signal into space to let the galaxy know that Earth is defended by the Autobots.



  All. Hail. Starscream.

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