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Bulkhead recovers consciousness, and realizes he's on the Nemesis. Unable to contact base, he begins to explore, but while hiding from Vehicons, he runs into Starscream. Starscream is reluctant to help, and strikes at Bulkhead, so Bulkhead returns the favor by jumping on Starscream and literally beating the life out of him. Guiltily justifying his actions by muttering that Starscream left him no choice, Bulkhead returns to his exploration.

Some 24 hours before, Starscream reaches the wreck of the Harbinger in his search for energon. Instead, he finds a laboratory containing five protoforms. Elsewhere, Bulkhead picks up a strong energon reading. Starscream finds information in the Harbinger's computer on cloning, and fires up the lab equipment. Soon, five duplicates of himself stand before him. Meanwhile Bulkhead, clambering into a hole he's found, realizes there's boxed energon at the bottom of it, and that the Nemesis is arriving overhead, ready to pick it up. As he struggles, he falls among the energon and, losing consciousness, is transported up to the Decepticon ship with it.

Starscream discovers that his clones are complete duplicates of himself, personality, memories, and all. The one significant difference seems to be that the clones have intact Transformation Cogs, and thus can fly. As the Harbinger is able to track where the Nemesis is, he sends his clones to eliminate Megatron once and for all. The five clones board the Nemesis and split up, one of them running into Bulkhead, who terminates the clone. The original Starscream is dismayed to discover that he feels the same pain his clones feel. Bulkhead locates a comm unit and attempts to use it to contact the other Autobots, only to set off an alarm and bring Vehicons running. As he escapes, the Vehicons are distracted by another Starscream clone, but unbeknownst to anyone, Bulkhead has inadvertently triggered a Decepticon beacon.

The beacon is detected by Airachnid, who releases her Insecticon army from their stasis pods to go terminate Megatron. The activity is detected by the Autobots, and Optimus Prime, Bumblebee and Arcee Ground Bridge to the location to investigate, discovering Airachnid in the middle of sending her troops. She sets some of the Insecticons after the trio, but Arcee bursts through the explosions and begins pursuing her. Optimus and Bumblebee begin mowing down Insecticons.

Bulkhead crawls through a service duct, and spots Megatron. Megatron starts heading for the bridge in response to reports that Starscream's there.

Arcee continues her pursuit of Airachnid, despite having to contend with two Insecticons. After the Insecticons are taken out, Airachnid disappears underground, and Arcee follows.

On the Nemesis bridge, Megatron finds himself face-to-faces with the four remaining Starscream clones. He offers to make them all second-in-command if they terminate Starscream for him, but the clones are stable enough to keep to the mission. Before they can open fire, the ship is attacked by Insecticons. The distraction is all Megatron needs, and he starts taking out clones. The last of the clones manages to escape as the Insecticon attack intensifies, and Megatron finally checks on what's going on outside.

Optimus and Bumblebee finish off the last of the Insecticons that were attacking them, and start looking for Arcee. Their comrade is currently deep underground hunting Airachnid. Arcee exchanges fire with her foe, and manages to manoeuvre Airachnid onto one of the open stasis pods, which promptly closes and puts the rogue Decepticon on ice. The Insecticons attacking the Nemesis all immediately stop their attack, drop on to the ship's hull, and proclaim their loyalty to a bemused Megatron.

Within the Nemesis, Bulkhead finds the ship's power core, and hits it very hard, causing it to explode. The ship slowly begins its descent. As he runs to the exit, Bulkhead encounters the Starscream clone, who promptly takes off. Bulkhead is puzzled at the fact that Starscream is alive and can transform. Once the Nemesis has crashed to earth, Bulkhead is able to drive off and speed away. He soon reaches base, where the Autobots are inspecting the stasis-locked Airachnid.

The last Starscream clone returns to the Harbinger and lets the original Starscream know the mission failed. He's about to shoot his progenitor, when Starscream turns and blasts him, complaining as the clone dies about the pain he shared with him.

Tropes:

 Bulkhead: This is for Cliffjumper! *Punch* For Bumblebee! *Punch* For everything! *Punch*

  • Berserk Button: When the Starscream Clone threatens to kill him "like a certain Cliffjumper," Bulkhead stops playing nice.
  • Foreshadowing: When confronting Bulkhead in the opening, Starscream's hands are able to turn into guns, something a T-Cog-less Cybertronian should not be able to do. This hints that something weird is going on.
  • Me's a Crowd
  • No-Holds-Barred Beatdown: Bulkhead delivers one to Starscream's clone (but he thinks he's polishing off the real deal). Even though we know Bulkie's a hero (and justifiably ticked), it still comes off as quite, quite brutal.
  • Sealed Evil in a Can: Airachnid at the end of the episode. Optimus is pretty much the only person who doesn't believe that she's getting off light.
  • Talking to Himself: Steve Blum as Starscream and his clones.
  • These Hands Have Killed: Bulkhead gets a moment right after he pummels Starscream's clone.
  • This Is Gonna Suck: Megatron, when he realizes the ship is about to crash.
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