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Trudging through the Arctic, Bulkhead and Bumblebee locate a huge pod buried in the snow. They take it back to base, where their systems are checked over by Ratchet. Optimus asks about the pod, but Ratchet says it can't be opened while it's still frozen. Even as it sits defrosting in another part of the base, the pod cracks open from the inside.
Optimus and Arcee prepare to travel to the Arctic to look for more clues regarding the pod's origins, and Ratchet gives them some temperature sensors so they can tell when their core temperatures drop to dangerous levels. The kids arrive in time to see them off, and Jack's initially keen on going with them, until he finds out where they're headed. Raf's still interested in seeing some snow, but Optimus says the conditions are too harsh. No sooner have Prime and Arcee stepped through the Ground Bridge than the Ground Bridge system goes down. While the Autobots start trying to repair it, Jack and Miko start playing video games and Raf wanders off. He's playing "being in the Arctic" in a corridor when he stumbles on a tiny, cute metal critter. He plays fetch with it using a bolt...which it promptly eats. Happy with his new pet, he heads back to the control room, unaware that there's a sparking hole in the equipment behind him.
Ratchet's just dug out a damaged Ground Bridge component when Raf returns with his find. The Autobots react in terror to the tiny critter. The kids are surprised at the reaction to what the Autobots are calling a Scraplet, but then the creature starts chowing down on Bumblebee, and Raf has to beat it to death with a crowbar. Ratchet's suspicions as to the Scraplets’ origin are confirmed when they check the Arctic pod and find it's been broken open: thousands of Scraplets now infest the base.
In the Arctic, Optimus and Arcee find their core temperatures have dropped into the danger zone, but Optimus is unable to contact the base to request use of the Ground Bridge.
Meanwhile, Ratchet discovers that the Scraplets have broken the comm system. Bulkhead's in favor of bugging out, but doing that will mean certain doom for Optimus and Arcee. After hearing Bulkhead's detailed description of what Scraplets can do to a 'bot, the kids volunteer to help. Since the Scraplets aren't interested in eating humans, they pair off with the three Autobots, Jack helping Ratchet repair the Ground Bridge while the others hunt for the Scraplets. Miko and Bulkhead explore the corridors where Raf saw the first Scraplet, and after an embarrassingly girly scream and an encounter with a bunch of overhead cables, Bulkhead is set upon by the little monsters. Elsewhere, Raf and Bumblebee likewise run into a group of the things. Ratchet has meanwhile finished repairing the Ground Bridge, but it still refuses to function. As he investigates further, a swarm of Scraplets enter the main control room via a vent and begin flying overhead. They attack Ratchet, but Jack uses a nearby fire extinguisher to freeze them off. There are more of the pests flying overhead, however, and as the others return from their search, the Scraplets attack and overwhelm the Autobots.
While Arcee and Optimus try to keep themselves conscious and functional by talking, the kids manage to eliminate the Scraplets attacking their friends. However, from the sounds elsewhere in the base, it's clear there are many more lurking about. They come up with a plan to send the Scraplets to the Arctic by getting the Ground Bridge working, and Ratchet works out there must be an Energon fuel line breach preventing the system from starting. The three kids take a tool kit and go to fix the breach. They're just finishing when the Scraplets decide it's time for lunch and break into the main control room.
Back in the Arctic, Arcee bemoans the frozen death that apparently awaits her and Optimus, especially after all they've survived so far. Optimus offers what words of philosophical comfort he can, and she says it's an honor to serve with him.
At the base, the kids rush back to the command room and let Ratchet know that the Ground Bridge is back online. He opens the Bridge to the Arctic before collapsing, and Bulkhead acts as bait, leading the Scraplets through. He arrives in the Arctic to see Optimus and Arcee staggering towards the Bridge, and the Scraplet horde bursts through behind him. Optimus braces for the attack, but the Scraplets rapidly freeze in the air and bounce harmlessly off him.
Back at base, Ratchet supervises repairs on Bumblebee and Bulkhead. He and Optimus pay tribute to the strength of their human allies, but just then, Miko spots a spider and runs away screaming.
- A Father to His Men: Even when nearly frozen to death and about to be attacked by hundreds of Scraplets, Optimus doesn't hesitate to stand in front of Arcee to protect her from the onslaught of Scraplets.
- By the Lights of Their Eyes: The lights briefly go out, and you can see only Miko and Bulkhead's eyes (along with Miko's ponytails standing up on end.)
- Cue the Sun
- Final Speech: Well, Optimus and Arcee think it is, anyway.
Arcee: You know the worst part? After battling 'Cons all these years - smacked down, shot at, blown up - this is how our lights go out?
- Holding Hands: A platonic version. Optimus Arcee hold hands when they believe they are going to freeze to death in the Arctic.
- Hypocritical Humor: Miko freaks out over a tiny spider where she had earlier teased Bulkhead for his fear of Scraplets (the difference is that Bulkhead has a geniune reason to fear Scraplets who are lethal). Bulkhead also comments she Screams Like a Little Girl (and of course, she is a girl).
- I Am a Humanitarian: Scraplets will eat anything made of metal.
- It Has Been an Honour: Arcee tells Optimus this when they believe they were going to die.
- Killer Rabbit: The Scraplets may look cute and harmless but the second they see metal ...
- Screams Like a Little Girl: During a search for Scraplets, Bulkhead does this when the lights briefly go out.
Miko: Did you just scream like a little girl?
- Screw This, I'm Outta Here: Bulkhead suggests abandoning the base in light of the Scraplet infestation and Bumblebee agrees.
- Why Did It Have To Be Scraplets?: Bulkhead is particularly spooked by the Scraplets - to the point of wanting to flee. Not that Ratchet and Bumblebee are completely calm throughout, though.