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With the Nemesis down, Megatron discovers an Autobot was responsible for the crash. Despite Knock Out's protests, Megatron infuses Dark Energon into the ship's power core. Meanwhile, the Autobots feel this might well be the time to strike. Optimus Prime decides on using the Spark Extractor.

The Dark Energon infusion of the Nemesis works, powering up the ship. The energy is detected by the Autobots, who immediately set out with Agent Fowler. They arrive to find the 'Con warship already airborne, and it begins firing on them. The Autobots attempt to get close enough to use the Spark Extractor, but the ship hits them one by one with a stasis beam, sending them into stasis lock. Megatron is pleased at being able to get the Spark Extractor back, but when he orders the ship to move closer, it abruptly changes course. When Megatron demands the ship be overridden, the Vehicon at the helm is electrocuted. The ship itself announces it is in charge and on a mission. Knock Out notes it's decoding the Iacon database. Furious, Megatron demands they retake control, but when Soundwave attempts, he's sent into stasis. Beams of energy sweep through the ship, disabling the Decepticons.

Back at base, Fowler notes that the Nemesis is heading towards North America, and the decision is made to try and contact Megatron to see what's up. On the warship, Knock Out is put into stasis while checking on the Iacon data, and Megatron attempts to disable the ship's power core, only to be put in stasis as well. When Ratchet contacts the Nemesis, the ship itself responds and helpfully lets them know its mission is to find the missing Iacon artifacts. Ratchet and the humans believe it's the opportune moment to download a copy of the Iacon database, so Fowler and the kids Ground Bridge on board the ship. They find the Project Iacon console, and clambering up Knock Out, plug the transfer drive Ratchet gave them in. Jack notices the ship is heading for New York City, the location of the first relic. While trying to change the ship's course, Fowler is shocked into unconsciousness, but the ship, still scanning for Cybertronian-based life forms, is unable to detect the kids.

Though Ratchet wants to bridge the kids back, Jack realizes they have to do something now, and head to the ship's power core. There they find the frozen Megatron, and Jack discovers that the manually-operated fuel injection valve is too large for them to operate. While he's still trying, the ship detects Miko and Raf. As a manipulator arm starts chasing them, they hide among the energon cubes, but the arm moves the containers aside, eventually exposing them. Jack manages to attract its attention and trick it into hitting Megatron. The Decepticon leader topples over, dragging the lever down and reversing the energon flow. Though the ship tries to use the manipulator arm to move the lever back, it's not fast enough to do so before its intelligence returns to stasis. As the ship shuts down, the Decepticons begin recovering, and the kids make all haste back through the corridors. While Miko and Raf help Fowler through the Ground Bridge, Jack goes after the transfer drive, but he's still struggling with it as Knock Out comes back online. Jack's saved from an untimely end when Ratchet appears through the Ground Bridge and clobbers Knock Out, taking Jack and the transfer drive. Megatron is unhappy with Knock Out.

Ratchet gives the now-recovered Optimus the good news about the data they retrieved, but they realize they must act quickly, as the Nemesis is even now bearing down on Manhattan.

To be continued...



 Knock Out: (pulls out his drill) Say ahhh...

Ratchet: I'm here to offer a second opinion. (Megaton Punch)

  • Failed a Spot Check: Since the kids and Fowler are carbon-based life-forms, the Nemesis can't find them.
  • Forgotten Superweapon: Make that QUICKLY Forgotten Superweapon. No one thinks to use the Spark Extractor after the initial attempt. Despite the fact they had plenty of opportunity, including even right at the end of the episode after the Living Ship problem had been resolved.
  • Living Ship / Sapient Ship: What happens to the Nemesis after being infused with Dark Energon by Megatron in order to quickly repair the previous episode's damage. It doesn't turn out for the best.
  • Stun Gun: The Nemesis uses a version of this to send every Cybertronian on board into instant stasis.
  • Your Soul Is Mine: Optimus attempts to use the spark extractor on the Decepticons in their moment of vulnerability. Optimus justifies it as doing what must be done as it's their best chance to end the war.
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