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Megatron notes that the second relic is in Antarctica, and Dreadwing volunteers to head there. In the Harbinger, Starscream is about to operate on himself to insert his new T-cog when the ship's computer picks up the fact that the Decepticons are dispatching teams to four locations. At the Autobot base, Bulkhead departs through the GroundBridge. Optimus Prime announces he's heading for the Antarctic, and announces that Ratchet will need backup on his mission—Wheeljack. Ratchet is less than thrilled to hear this.
Starscream uses a GroundBridge remote control to head to the Antarctic on a hoversled. He's quickly spotted by Dreadwing and some Vehicons who knock him off his sled. Starscream at first mistakes Dreadwing for Skyquake, and soon has some cuffs slapped on him. The group trudges through the snow to where the relic is located, to find it has already been dug out of the ice and is gone. The Vehicons start searching and find vehicle tracks. They're approached by Optimus, who demands the return of the relic, and the standoff quickly turns into a firefight. After Prime takes out two of the Vehicons and scores a hit on Dreadwing, the Decepticon starts breaking out heavier weapons, and proves to be formidable with a sword. They take a dive off a cliff, following which Optimus brings the ice crashing down, burying Dreadwing. With Starscream's help, Optimus takes care of the remaining two Vehicons, and demands Starscream lead him to the relic.
Optimus and Starscream take a long walk through the ice and snow until they finally reach a human base. Optimus radios home and gets Agent Fowler to evacuate the human base so he can safely retrieve the relic. Meanwhile, Dreadwing breaks free of the ice and heads out to find Prime. With the base clear, Optimus and Starscream venture inside to find the relic still frozen in a chunk of ice. They're interrupted by Dreadwing. While Optimus and Dreadwing fight, Starscream sets about liberating the relic, which turns out to be the Apex Armor. Outside, Dreadwing has Optimus on the ropes and is about to strike when Starscream, now wearing the armor, crashes out of the building.
Both Dreadwing and Optimus attack the rogue Decepticon, but he swats them aside, repeatedly. Optimus suggests to Dreadwing that they will need to cooperate to defeat Starscream. While Dreadwing flies around, Optimus slaps a bomb onto Starscream, but the Apex Armor proves invulnerable even to that. Optimus realizes that Starscream still has a vulnerability—his lack of flight. While Optimus keeps Starscream's attention once more, Dreadwing plants explosives on the ground, and just as Starscream works out that the pair are up to something, the bombs detonate. Starscream disappears into a hole blasted in the ice. With no relic left to claim, Dreadwing and Optimus go their separate ways, though Dreadwing swears to terminate Optimus next time.
At the bottom of the ocean below, Starscream walks along, still protected by the Apex Armor.
- Enemy Mine: Dreadwing and Optimus team up against Starscream.
- Flynning: Dreadwing's good at this; he twirls around his sword a lot.
- Hair-Trigger Avalanche: Optimus fires a shot into a snowy, icy cliff above Dreadwing.
Dreadwing: Your aim is poor.
- I Owe You My Life: Because Optimus saved his life during the fight with Starscream, Dreadwing chooses not to continue their battle. He vows, however, to destroy him the next time they meet.
- Last Second Chance: Even though Dreadwing's a villain, he's more of a Noble Demon -- and Optimus gives him one more chance to turn his back on Megatron for good. He doesn't take it.
- Powered Armor: The Apex Armor - it lets Starscream go toe-to-toe with Optimus and Dreadwing.
- Self-Stitching: At the beginning of the episode, Starscream gets ready to install a new T-cog.
- Sticky Bomb: Optimus plants one on Starscream. It doesn't take.