Ratchet is ordered to use a powerful pretender shell to bring Starscream back to life. However, Ratchet also has plans for three prototype shells and the fallen bodies of Jazz, Grimlock and Goldbug who he brought with him from the Ark. Back on Earth, Prime orders the Autobots to get back to the Ark. He stays to face the Decepticons alone.

Read more: All the Familiar Faces

On Earth Prime manages to convince Lord Zarak that something odd is going on. Meanwhile on Cybertron, Ratchet has completed his work and Pretender Starscream is ready to do Megatron

Read more: All the Familiar Faces

The Ark is being shaken about my seismic activity, caused by Power Station Alpha tunnelling itself through the Earth's surface. Elsewhere, Shockwave orders Bombshell to terminate Dr Mindbender, but he is saved by the Baroness who informs him of Serpentor's alliance with the Autobots.

Read more: All Fall Down - Part 1

Blackjack is interrupted on the Ark by Kup, but its too late to stop the timer ticking away on the explosives. On Earth, Starscream turns up in his powerful new shell and and begins to kick booty. Back on everyones' favourite metal planet Megs

Read more: All the Familiar Faces

Ratchet arrives and discovers that the Joes are attempting to rebuild Bumblebee, but are in need of some guidance on the matter. The Joes discover that they can control Bombshell through the removed cerebro shell and Power Station Alpha moves onto it's next target, leaving a trail of major 'natural' disasters in its wake.

Read more: All Fall Down - Part 2

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