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.

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

The Insecticons arrive from Cybertron, and Bombshell takes control of a Hoover Dam worker. The worker, using Megatron, takes over the dam. Meanwhile Skids returns with Donny Finkleberg and news of the Autobots arrived from Cybertron (which Finkleberg obtained while still a captive of the Decepticons). Prime sees the story of the dam on the news and sends the newly built Aerialbots into action, although only Silverbolt's personality programming is complete. Meanwhile the spacebridge appears, along with Ramjet, Thrust and Dirge, and a giant drill that begins to bore through the dam. Damn! (see what I did there?)

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

Jetfire and Finkleberg arrive at the spot where the Autobots arrived from Cybertron, to find traces of TF fuel. Meanwhile the Aerialbots engage the Decepticons at the dam, beating off the Coneheads and Insecticons, and combining to tackle the drill (which is to be used to send a massive water flow to drive turbines on Cybertron), but the bots' conflicting personalities cause problems. They are then threatened by the controlled dam worker wielding Megatron, but Bombshell's mental hold is broken by the site of the dam worker's daughter, and he instead fires Megatron at the drill. Defeated, the Decepticons retreat. Elsewhere the Autobots from Cybertron are revealed to have been captured by Circuit Breaker, who is now working for Triple I. The cow.

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