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Starts out with Agent Fowler driving and being attacked by what appears to be Optimus Prime. The semi has a clear autobot symbol on its grill and Fowler wonders if Optimus lost it.

Back at base, the children are racing toy cars with their guardian autobots watching and cheering, Raf is winning. Their race is cut short however when Fowler contacts base and demands to speak to Prime. Ratchet informs him that Optimus is currently not at base which only confirms Fowler's suspicion. As he tells the autobots that Prime is trying to run him off the road, they are surprised and Ratchet responds that it's unlikely.

Fowler is seen approaching a bridge, with Optimus Prime still in hot pursuit. Prime manages to ram him into the the rail and Fowler finds himself teetering on the edge, unable to get his car fully back onto the bridge. Prime begins nudging him closer to falling off, but Bumblebee, Arcee, and Bulkhead arrive via Ground Bridge and come to his rescue. Bumblebee catches Fowler's plummeting car, and Bulkhead affirms that it looks like Prime (who is escaping), but Arcee says that Primes don't run away. She pursues the fleeing semi truck and Bulkhead helps jumps to catch Fowler as Bee loses his vehicle because the bumper detaches.

While looking for the semi, Arcee turns to see it coming straight for her, blacking out. Her optics open back up at autobot base, Ratchet helping her wake up. The others helping her step out of a machine. Jack asks if she is alright, to which she responds positively except for having been blindsided by Optimus. The group debates what could have caused Optimus to attack Fowler.

Ratchet says this is absurd and checks to see where Optimus currently is, finding that he is returning right now. As Optimus returns, the other autobots end up aiming all guns at him. Optimus Prime reveals that he has been in subterranean energon deposit. Arcee apologizes for their action, and Fowler explains that some bearing a striking resemblance to Prime had attacked him.

The Fake!Prime barges into a military base and takes out a few aircrafts while being pursued by soldiers. It is revealed that Fake!Prime can transform to robot mode and indeed seems to be Optimus Prime, as he introduces himself in such fashion. With out warning, he begins firing at the numerous soldiers surrounding him.

Cut to the group back at base, and Fowler receives a phone call saying that Prime is attacking their base. He refutes this because he is in the same room as the real Prime.

The autobots Ground Bridge to the base, fully ready to take down Fake!Prime, but the attacker of the base is fleeing. Helicopters see the real Optimus and his companions and assume that he's brought reinforcements and resume firing. Not wanting to inflict human casulaties, Optimus orders a retreat.

Later that day, Fowler is trying to tell the general that Optimus couldn't be the one to attack their boys because he was personally with Prime when he received the alert, but the genreal brings up that autobots were seen there, and Fowler can't disagree. After hanging up, Fowler sighs and informs them that all personnel are ordered to destroy any bot on sight. Optimus cuts the kids cries of protest claiming that this changes nothing, since this impostor clearly poses a threat to humanity. Fowler adds that the threat is a 30 foot transforming threat, and Ratchet brings up that MECH finally succeeded.

We see Silas operating Fake!Prime and it driving back into MECH headquarters. Silas is asked if there were any troubles, and the leader of MECH responds that it worked flawlessly in vehicular and robot mode.

Back at autobot base, Ratchet brings up that MECH took Breakdown apart and have figured out cybertronian biology, and Prime adds they recently took Starscream's T-Cog. Arcee says they placed it in a knock off of Prime and Ratchet says it then scanned the appropriate forms. Fowler asks where they should start since Nemesis Prime could be anywhere. Prime and Ratchet realize that while MECH has learned quite a bit of their biology, but not their technology. This limits them to places they can get by driving since they don't have a Ground Bridge.

To Fowler's concern, Optimus assures that they will use vehicular mode as long as possible (since the military is looking to gun them down). They fan out in search of MECH and Nemesis Prime. All but Bumblebee fail to find anything, and the yellow autobot is warned by Prime to proceed with caution and that they will rendezvous at his coordinates.

Silas sees Bumblebee on his screens and begins to turn Nemesis Prime on.

Bumblebee is approached by Prime who warns him that his double could be anywhere. Bumblebee sees that this is the Fake Prime when the other can't understand what Bee said. The two begin fighting with Fake!Prime seeming to be winning.

When Bumblebee doesn't respond to their calls, Arcee, Bulkhead, and Prime split up to find him, Prime warning them to be wary of anything resembling him.

Nemesis Prime takes out Bulkhead, soon followed by Arcee.

Ratchet tries to track the remote link, which Raf questions. Ratchet responds with asking if Raf truly thought MECH could create a fully autonomous robot. Ratchet locates the frequency and Fowler asks to be Ground Bridged there. Ratchet repeats that Prime said he shouldn't for his own safety, to which Fowler fights that this mission has a human element in it and Fowler himself is human. Miko adds It's Personal as another reason to let him go.

Optimus Prime and Silas-driven Prime meet and exchange a few words before beginning a fight. Fowler is Ground Bridged there and instructed by Ratchet how to get the the source of the frequency.

Silas begins to boast how MECH has made the perfect blend of man and machine with all the strength and fire power of Prime and the fighting experience and tactic of himself. Both bots climbing to the top of a small building, Silas successfully stabs Prime in the chest, telling Prime the key difference between them is that he can't feel pain in this body. He continues to talk of how he can build an army of these bots, when Fowler interrupts Silas' "video game session".

Silas and Fowler engage in fist to fist combat, sharing previous military training; Silas ex Special Tactics and Fowler (retired) Army Rangers. Fowler insists that it doesn't matter if he's in shape or not since he is only buying Prime some time. Silas realizes he left his bot unattended. Despite Silas trying to take back control, Prime gives his opponent a barrage of hits, actually knocking Fake!Prime through the ceiling, and down on top of Silas. Optimus Prime is surprised to find Agent Fowler.

Helicopters start coming in and Fowler advises Prime to head back to base and that "he'll take care of Uncle Sam from here".

Back at base, Miko wants to know what it was like getting taken out by someone who looks exactly like Optimus. Arcee claims she wont forget it for a long time. Optimus is more concerned in knowing whether MECH will continue to function without Silas. Fowler says the funny thing is, they never found a trace of Silas.

At some MECH labratory, a doctor informs that Silas' damage to his internal organs is massive and beyond the scope of traditional medicine, but fortunately for their leader, MECH is anything but conventional. The episode fades out on a shot of Breakdown connected to some machines by cords.


  • Big Damn Heroes: How the Autobots save Fowler in the beginning of the episode.
  • Curb Stomp Battle: How Nemesis Prime easily takes down the Autobots minus the real Optimus.
  • Foreshadowing: Silas tells Optimus how MECH has made the perfect blend of man and machine. The end of the episode shows a mortally injured Silas being hooked up to the corpse of Breakdown with the intent of transferring his subconscious there.
  • Dropped A Giant Transforming Robot On Him: At first, Silas looks like he's ready for an epitaph. However, the next scene shows him being hooked up to Breakdown's remains...
  • Impaled with Extreme Prejudice: Optimus gets gutted by Nemesis during their battle.
  • It's Personal: The reason Miko thinks Fowler should be allowed to enter the fray.
  • Mythology Gag: The music playing in Fowler's car during the Cold Open plays several riffs of The Touch.
  • Spot the Imposter: Bee is able to figure out Nemesis Prime is fake because he can't understand Bumblebee's form of speech.
  • Title Drop: Miko calls the fake Optimus "Nemesis Prime".
  • Villainous Breakdown: Silas, when he realizes that Agent Fowler successfully distracted him from the fight with Optimus, giving Optimus the chance to fight back. His normally calm demeanor slips as he loses control of the fight which ends with Nemesis dropped on top of him.
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