Megatron notes that the second relic is in Antarctica, and Dreadwing volunteers to head there. In the ''Harbinger'', Starscream is about to operate on himself to insert his new T-cog (which he took from his traitorous clone) when the ship's computer picks up the fact that the Decepticons are dispatching teams to four locations. At the Autobot base, Bulkhead departs through the [=GroundBridge=]. Optimus Prime announces he's heading for the Antarctic, and announces that Ratchet will need backup on his mission—Wheeljack. Ratchet is less than thrilled to hear this.

Starscream uses a [=GroundBridge=] remote control to head to the Antarctic on a hoversled. He's quickly spotted by Dreadwing and some Vehicons who knock him off his sled. Starscream at first mistakes Dreadwing for Skyquake, and soon has some cuffs slapped on him. The group trudges through the snow to where the relic is located, to find it has already been dug out of the ice and is gone. The Vehicons start searching and find vehicle tracks. They're approached by Optimus, who demands the return of the relic, and the standoff quickly turns into a firefight. After Prime takes out two of the Vehicons and scores a hit on Dreadwing, the Decepticon starts breaking out heavier weapons, and proves to be formidable with a sword. They take a dive off a cliff, following which Optimus brings the ice crashing down, burying Dreadwing. With Starscream's help, Optimus takes care of the remaining two Vehicons, and demands Starscream lead him to the relic.

Optimus and Starscream take a long walk through the ice and snow until they finally reach a human base. Optimus radios home and gets Agent Fowler to evacuate the human base so he can safely retrieve the relic. Meanwhile, Dreadwing breaks free of the ice and heads out to find Prime. With the base clear, Optimus and Starscream venture inside to find the relic still frozen in a chunk of ice. They're interrupted by Dreadwing. While Optimus and Dreadwing fight, Starscream sets about liberating the relic, which turns out to be the Apex Armor. Outside, Dreadwing has Optimus on the ropes and is about to strike when Starscream, now wearing the armor, crashes out of the building.

Enraged that Starscream would claim what he believed belonged to Megatron, Dreadwing attacked the rogue Decepticon, only for his sword to bounce off the armor. Swatting him away, Starscream attempts to reunite Dreadwing with his twin, only for Optimus to intervene. Starscream turns his attention to the Prime and tosses him aside with ease. Dreadwing fires his cannon at Starscream, but he only staggers a bit before intercepting Dreadwing's strike with his sword and send him flying next to Optimus. Optimus suggests to Dreadwing that they will need to cooperate to defeat Starscream. While Dreadwing flies around, Optimus slaps a bomb onto Starscream, but the Apex Armor proves invulnerable even to that. Optimus realizes that Starscream still has a vulnerability—his lack of flight. While Optimus keeps Starscream's attention once more, Dreadwing plants explosives on the ground, and just as Starscream works out that the pair are up to something, the bombs detonate. Starscream disappears into a hole blasted in the ice. With no relic left to claim, Dreadwing and Optimus go their separate ways, though Dreadwing swears to terminate Optimus next time.

At the bottom of the ocean below, Starscream walks along, still protected by the Apex Armor.

!!Tropes:
* AbsenteeActor: Most of the main cast only make cameo's or at best brief appearances; Optimus, Starscream and Dreadwing are the focus of the episode and are the only ones who really make a difference to the plot.
* ADayInTheLimelight: For Optimus, Dreadwing and Starscream. This episode is an intimate look at the three characters' development - it shows how much Optimus has been pushed and what he's willing to do with those he considers a lost cause (Starscream and Megatron), and how he still retains his idealism that peace can be attained with the more honorable Decepticons like Dreadwing. Starscream proves how much of a HeelFaceRevolvingDoor he is, especially since going rogue - going from antagonizing Dreadwing to sucking up to Optimus to being his enemy once again in a few minutes. Dreadwing gets to show off his integrity and honor once again, and rejects Optimus' offer for redemption for what he claims is the last time.
* ContinuityNod: The T-cog Starscream planned to install in himself was taken from his last clone in "Armada".
* EnemyMine: Dreadwing and Optimus team up against Starscream.
* {{Flynning}}: Dreadwing's good at this; he twirls around his sword a lot.
* HairTriggerAvalanche: Optimus fires a shot into a snowy, icy cliff above Dreadwing.
--> '''Dreadwing:''' Your aim is poor.
--> '''Optimus:''' [[ExactlyWhatIAimedAt That is a matter of perspective]].
--> '''Dreadwing:''' *gets buried*
* {{Hypocrite}}: Dreadwing gets angry when he believes Starscream has sided with Optimus. Not long after, Dreadwing teams up with Prime, once Starscream obtains the Apex Armor.
* IdiotBall: Seriously, Optimus and Dreadwing decided to duke it out and leave the rogue Decepticon alone with the relic. They were so asking for that beatdown from Starscream.
* IOweYouMyLife: Because Optimus saved his life during the fight with Starscream, Dreadwing chooses not to continue their battle. He vows, however, to destroy him the next time they meet.
* LastSecondChance: Even though Dreadwing's a villain, he's more of a NobleDemon -- and Optimus gives him one more chance to turn his back on Megatron for good. [[UndyingLoyalty He doesn't take it.]]
* PoweredArmor: The Apex Armor. It lets Starscream go toe-to-toe with Optimus ''and'' Dreadwing.
* SelfStitching: At the beginning of the episode, Starscream gets ready to install a new T-cog.
* StickyBomb: Optimus plants one on Starscream. [[NighInvulnerability It doesn't take.]]
* TookALevelInBadass: After alternatively going back and forth through DiminishingVillainThreat, after obtaining the Apex Armor and becoming a MightyGlacier, Starscream might actually become a serious threat again.
* WalkDontSwim: After falling through the ice, Starscream is forced to walk along the ocean floor back to the ''Harbinger''.
* WeaponTwirling: Dreadwing's sword