After tracking a potential Energon signal, Bulkhead and Breakdown end up clashing hammers. Breakdown tries to [[{{Pun}} break Bulkhead down]] with taunts about how he's going to find and kill Bulk's human friend. [[BerserkButton This]] [[PapaBear makes Bulkhead lose his cool]] and he goes in for the kill, only for Breakdown to promptly beat him. Before he can kill him, though, [[VillainousRescue a MECH helicopter]] shoots the Decepticon with a neutralizing ray that knocks him out. Bulkhead passes out from his injuries, leaving MECH with ''two'' unconscious, helpless Cybertronians. One of the agents tells Silas that they only have the resources to take one of them.
--> '''Silas''': Take the victor.

Bulkhead wakes up (courtesy of Miko playing "Marco, Polo" over the coms) and requests a Ground Bridge. He gets back to base where (while Ratchet repairs him) he reports what happened, and that Breakdown was gone after he woke up.
Fowler arrives, saying that the most likely culprits were MECH. The other Autobots seem fine with letting MECH kill Breakdown (as they all think he deserves it). Optimus Prime, on the other hand, believes that giving MECH Cybertronian technology in ''any way'' would be bad, and that they [[SaveTheVillain need to rescue Breakdown]].

On the ''Nemesis'', Starscream reports that Breakdown has been captured by humans. Megatron is not amused, and states that Breakdown is on his own ([[EveryoneHasStandards to Starscream's shock]]). Despite Lord Megatron's orders, Starscream starts scheming to get to Breakdown.

Meanwhile, Breakdown wakes up StrappedToAnOperatingTable. Silas introduces himself, admits that MECH's experiments will [[TheyWouldCutYouUp kill]] Breakdown, and [[AffablyEvil thanks him for his services to their organization]]. Breakdown [[DefiantCaptive is having none of it and says he wants to kill them]]. Silas isn't fazed, reveals that they disabled Breakdown's [[PragmaticVillainy pain receptors so he won't scream]], then proceeds to [[EyeScream remove Breakdown's right eye]].

The other Autobots prepare to set out...except [[RefuseToRescueTheDisliked Bulkhead]], despite Miko's encouragement. Optimus agrees to let Bulkhead remain at the base, saying that his hatred for Breakdown might jeopardize the mission. Prime, Bumblebee, Arcee, and Ratchet go to MECH's last known location. Despite seeing tracks in the dirt, Ratchet detects spilt Energon, and the four follow the signal.

Meanwhile, Bulk' and Fowler try to cheer up Miko with a "creature double-feature", but she refuses to perk up. Bulkhead finally asks her what's wrong, and she admits that unless Bulkhead helps Breakdown, then they'll never be able to fairly finish their fight and settle the score on their terms.
--> '''Miko''': No rescue, no rematch.

The Autobots find that they've been tricked, as they find Breakdown's eye (now a camera) which sends them a message from Silas, who taunts them before triggering a bomb that nearly blows away the Autobots. Bulkhead arrives, follows the tracks the others ignored, and ends up in MECH's HQ. He saves Breakdown (to the confusion of the Decepticon) and they [[EnemyMine work together]] to escape MECH. Just when it seems that they're about to be overwhelmed, [[VillainousRescue Starscream and a team of Vehicons]] show up and even the odds. Breakdown admits that Bulkhead saved his life. Starscream [[FauxAffablyEvil thanks Bulkhead...then orders Breakdown to kill him]]. Breakdown seems to disagree for a moment...[[HeelFaceDoorSlam then aims his weapon at Bulk.]] Just then, [[TheCavalry the Autobots arrive]], chasing away the Decepticons.

Prime commends Bulkhead on laying aside his vendetta to help Breakdown...only for Bulkhead to start [[AesopAmnesia celebrating how he finally got one on Breakdown]]. Starscream tells Breakdown as they head home that Breakdown now owes him a favor, and more or less tells him that, in exchange for telling Megatron that he escaped on his own, Breakdown will side with 'Scream when he [[TheStarscream stages his coup]] against Megatron.

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!!Tropes:
* AndYourLittleDogToo: Breakdown threatens to pay Bulkhead's "pet human" a visit after killing Bulkhead.
* ArchEnemy: Why Bulkhead initially refuses to rescue Breakdown, saying they have a nasty history and saw his foe do a lot of terrible things. Miko argues that this is actually the best reason to rescue Breakdown, saying he'll never get a rematch against his hated enemy otherwise.
* ArmorPiercingResponse: When Bulkhead continues to insist that he's not rescuing Breakdown.
-->'''Miko:''' You don't need to bromance him, Bulk. You just need to beat him!\\
'''Bulkhead:''' Uh, what?\\
'''Miko:''' No rescue, no rematch.
* BackToBackBadasses: Bulkhead and Breakdown.
* BreakTheHaughty: Despite being one of the Decepticons' best officers (and happy to admit it), Breakdown is effortlessly captured by MECH, strapped down, loses his eye, and was left completely unable to escape on his own. If not for Bulkhead coming for him, he likely would have died. In later episodes, he's noticeably a little more serious than before (and any jokes made about his missing eye are [[BerserkButton not taken lightly]]).
* BrickJoke: When Bulkhead is waking up after his fight with Breakdown, Miko wakes him up over the coms via playing (and explaining) the game "Marco Polo". When he breaks into MECH's HQ, Bulkhead breaks down the door while yelling "MARCO!"
* BrutalHonesty: One reason Optimus gives for letting Bulkhead stay at the base is the simple fact that a bitter rival being forced to rescue an ArchEnemy risks making the mission more dangerous than it's already going to be.
* CurbStompBattle: Bulkhead breaking into the MECH base isn't slowed down in the slightest, and he and Breakdown [[EnemyMine together]] are easily able to handle MECH's forces waiting for them outside.
* DidntSeeThatComing:
** Silas admits he was expecting Megatron to come calling rather than Optimus.
** Breakdown over Autobots coming to his rescue, especially his ArchEnemy. Bulkhead says he doesn't get it, either.
* DoesThisRemindYouOfAnything: The ghost town in Russia sure looks like Pripyat but further east and due to a volcano.
** Although this is a typical look for any Eastern Bloc city.
* EnemyMine:
** Optimus claims that Autobots and Decepticons share a common enemy in MECH.
** Bulkhead and Breakdown work together to fight their way out of the MECH base.
* EvenEvilHasStandards: Starscream is clearly shocked by Megatron's willingness to leave Breakdown to his fate. And, later, when Bulkhead risks his life to save Breakdown, Breakdown looks hesitant to follow Starscream's order to attack the Autobot.
* EveryoneHasStandards: All but Optimus are happy to leave the Decepticon Breakdown to MECH. Optimus doesn't care if Breakdown will join them or not, as long as his technology doesn't fall into MECH's [=hands=]. Miko convinces Bulkhead to join the rescue only because Bulkhead should be allowed to fight the Decepticon again.
* {{Expy}}: ''Dino-Lizard vs. Five-Headed Ape'' is one, of classics such as ''Godzilla vs. King Kong.'' And Godzilla's trademark roar does play during the movie.
* EyeScream: Silas removes one of Breakdown's eyes, and ''converts it into a camera.'' Breakdown never gets the eye back, either.
* FauxAffablyEvil: Silas is this the entire episode, speaking politely to Breakdown and thanking him for his contributions to MECH's work while his henchmen ''rip Breakdown apart''.
* FeelsNoPain: PlayedForHorror. Silas orders Breakdown's pain receptors to be disabled so he won't have to hear him scream, but this provides no comfort to the still conscious Decepticon when he has to watch himself get dissected alive.
* FiveSecondForeshadowing: A two-for-one example for how the incoming bogies MECH picks up on the radar aren't the Autobots:
** The radar only shows five dots, who only number four at the moment without Bulkhead.
** Additionally, the dots are in a clear V formation, something only the flight capable Decepticons could pull off.
* FlatWhat:
** Ratchet's response when Optimus reveals his intent to rescue Breakdown.
** Bulkhead has this response when Optimus won't force him to join the rescue mission. He does it again when Miko says he has to rescue Breakdown now in order to beat him during a rematch.
* HeelFaceDoorSlam: For a moment after Starscream shows up, it looks like Breakdown will refuse to hurt Bulkhead (he even seems shocked that Starscream would have him kill someone who saved his life), but ultimately he chooses to follow orders. Thanks to [[KilledOffForReal Airachnid in the next season]], we never learn if he [[AbortedArc would have gotten a redemption arc]].
* HiddenDepths: When Bulkhead suggests that he and Miko (who's clearly upset at Bulkhead staying back from a mission) watch a creature double-feature, Agent Fowler reveals that he's a fan of monster movies.
* IdiotBall: All Autobots except Bulkhead. See SchmuckBait.
* ImNotAfraidOfYou: Ratchet says this to Silas.
* ITakeOffenseToThatLastOne: Silas does not enjoy being called "Common" by Optimus.
* IWasNeverHere: Starscream makes sure Breakdown knows to...selectively edit his post-mission report.
-->'''Starscream''': Incidentally, I ''suggest'' that Megatron never know of this...rescue. You ''do'' want him to think you overcame the puny humans on your own, ''don't you''?
* KidnappedForExperimentation: The signal that both Bulkhead and Breakdown were following was set up by MECH to lure a Cybertronian into a trap so they could capture and dissect them (Silas picked Breakdown as their "patient", leaving Bulkhead because they lacked the means to transport two Cybertronians and Silas decided he wants the stronger of the two and saw for himself that Breakdown won the fight).
* MoodWhiplash: Optimus congratulates Bulkhead for displaying the maturity to rescue an enemy. Bulkhead then excitedly talks about winning the rematch by using Breakdown's own hammer against him.
* NoHonorAmongThieves: Megatron for refusing to authorize a rescue party for Breakdown, though Starscream does so anyway behind his back so Breakdown will owe him.
* NotSoAboveItAll: When Bulkhead proposes a creature double feature to keep Miko happy, Fowler says he's in.
* TheOnlyOneAllowedToDefeatYou: Miko uses this as the reason why Bulkhead should rescue Breakdown; if Breakdown dies, then he and Bulkhead can never have a rematch.
* PragmaticVillainy: Silas decided to disable Breakdown's pain receptors so he wouldn't scream. A small mercy, though, seeing as how he had to watch them ''pull his body apart''. Also, MECH's saving Bulkhead's life was purely coincidental, and it's likely that they would have kidnapped both Cybertronians if they could've.
* {{Pun}}:
-->'''Silas:''' We're going to take you apart. ''Break you down'', if you will.
* RefuseToRescueTheDisliked:
** Bulkhead refuses to help Optimus rescue Breakdown from human terrorists. Optimus understands his judgment and has him stay at home base. It takes Miko pointing out that [[TheOnlyOneAllowedToDefeatYou he will never get a rematch with Breakdown if he dies]] for Bulkhead to change his mind.
** Megatron feels Breakdown hasn't accomplished anything for the Decepticon cause, and decides Breakdown should be left to whatever fate his human captors have for him.
* SaveTheVillain: Optimus insists they do this, to the surprise of the team, as MECH is too dangerous to let them get their hands on Cybertronian tech. Bulkhead initially refuses, but ends up being the one to rescue Breakdown.
* SchmuckBait: An Enegron's trail that leads to Breakdown's eye that laying on some sort of pedestal right in the middle of the ghost city!? Trail is a little careless for a CrazyPrepared terrorist group and all other is obviously a trap, don't you think?! It '''actually''' was a trap for Megatron but Optimus and his team fell for it instead.
* StrappedToAnOperatingTable: Poor Breakdown.
* TakeMyHand
-->'''Breakdown:''' Wh...what are you doing?
-->'''Bulkhead:''' Getting you outta here. Yeah, I don't believe it either.
* TheOnlyOneAllowedToDefeatYou: Miko insists Bulkhead go rescue Breakdown because [[ItsPersonal he should be the one to fight him again.]]
* ThreePointLanding: Starscream and the Vehicons do a synchronized one.
* TheyWouldCutYouUp: What MECH does to Breakdown. Being Cybertronian, he can survive being partially dissected (although it clearly wasn't a pleasant experience), but its said out loud that he wouldn't have lasted much longer if Bulkhead hadn't shown up.
* UngratefulBastard: Slightly averted at first, as Breakdown clearly doesn't like the idea of have to fight Bulkhead right after he saved him, only going through with it at Starscream's demands. Played straight in future episodes though, where Breakdown goes back to attacking Bulkhead.
* VillainousRescue: MECH for neutralizing Breakdown before he got the chance to finish Bulkhead at the beginning.
* WeMeetAgain: With the two-way camera, Silas greets Optimus by saying he's "[[{{Pun}} set eyes]]" on him once again.
* WontTakeYesForAnAnswer: PlayedForDrama. When Bulkhead said that he's not going to save Breakdown whatever Optimus say, Optimus actually agreed with him. Bulkhead and Miko were shocked (and in Bulkhead's case, a little sorrow and angry).
* YouHaveFailedMe: Megatron feels that Breakdown getting bested and captured by humans is proof of his uselessness, so he leaves him to fend for himself.
* YouHaveOutlivedYourUsefulness: Breakdown pleads to Starscream to reconsider forcing the former to attack Bulkhead since he was the one who freed Breakdown from MECH. Starscream dismisses Bulkhead is of any more use.
* YouOweMe: Starscream to Breakdown.
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