Bulkhead, Arcee and Bumblebee sneak on to the Decepticon warship, the Nemesis, to rescue Agent Fowler, while Optimus Prime and Ratchet fight off Megatron and a horde of Dark Energon zombies.

Following Megatron's supposed death, Starscream appoints himself as the new Decepticon leader. However, to his annoyance, he finds that the troops don't respect him as much as they did Megatron and are weary towards him becoming leader. In order to gain their respect, Starscream awakens Skyquake, a legendary Decepticon warrior who was entombed in stasis on Earth for centuries, and attempts to recruit him into his new army. Meanwhile, Ratchet agrees to help Jack, Miko and Rafael with their school science projects, with explosive results.

Debuts/Deaths: Skyquake