Megatron and Galvatron fight it out in the corridors of the Ark, which attracts the attention of Starscream. Bludgeon and his troops decide to hell with the alliance and pick the planet Klo as their first target of conquest. Back on Cybertron, Prowl has discovered that the Autobot shuttles were sabotaged by the Decepticons and that they are all stranded on the self-destructing world. Back on the Ark, Ratchet emerges from another stasis pod and discovers that he is still mentally linked with Megatron!

Grimlock comes to the rescue of all his Autobots when he reveals he had some ships stowed away for an emergency! HiQ convinces the Neo Knights that they need to stay on Cybertron in order to save the planet. On board the Ark, Shockwave runs into Megatron, and Starscream comes across Ratchet. Ratchet proceeds to duke it out with Screamer, but Galvatron jumps Shockwave and both he and Megatron rip into Shockers. A blast from Starscream's gun ruptures the Nucleon tanks and the Ark heads towards Earth aflame.

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