Ratchet unveils... Goldbug. And whilst the Joes plan on blowing Power Station Alpha up, the combined forces of the Autobots, Cobra and the Joes attack the Decepticon base, but are confronted by Devastator!

Superion confronts Devastator whilst Cobra and the Joes deal with the airborne Decepticons. But Shockwave is not concerned with the casualties they are suffering and is confident that the Power Station will succeed in the task he has given it. Elsewhere, the Baroness and Scarlett, with help from Goldbug, succeed in planting bombs on Power Station Alpha.

Shockwave and his troops stand over the smoking wreck of Scorponok's base and Starscream announces their victory prematurely as he falls afoul of a rather maddened Scorpy, who proceeds to make quick work of Shockwave's troops. Prime rounds up his Autobots and they head to the surface to find out what's going on. Meanwhile, Grimlock's used the Nucleon on the Dinobots and they are preparing to take a shuttle full of the stuff back to the Ark.

The Baroness detonates the explosives, destroying the Power Station before she is authorised to do so. Superion tackles Devastator once more whilst Blaster gives the order for the allied forces to withdraw - the battle is over. Barbara is arrested, but as she is taken into custody, she is assassinated by a Cobra agent!

Shockwave and Scorponok are duking it out for Decepticon leadership in Manhattan! Galvatron has chased Emirate Xaaron deep underground Cybertron where he finally catches the Autobot resistance leader and discovers that Unicron has no control over him when they're so deep within the body of Primus! Prime intervenes in the 'Con leadership battle back on Earth, but Scorpy's not interested. Unfortunately thats when Blackrock's super humans (calling themselves the Neo Knights) turn up and leap into the battle.

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