As the Rebellion launch their strike against the Decepticon Empire, Starscream and Schneizel prepare to unleash a horrific surprise on both sides.
- Amicable Exes: In their first private interaction shown since the story began, Optimus and Elita share regret that their past relationship didn't work out, but that they still care for each other.
- An Arm and a Leg:
- Saberhorn loses his arms shortly before being finished off.
- Among the injuries Optimus receives from the Damocles' fusion cannons, the most serious include the loss of his right arm and both legs.
- Character Death: This chapter may have the biggest body-count so far, as seen below in Killed Off for Real.
- Barricade dies when Drift decapitates him.
- Demolishor is killed when Warpath blows a hole in his chest.
- Lugnut has his head split apart by his own axe wielded by Bulkhead.
- Blitzwing is obliterated when Nonette kicks him into the path of one of New Kaon's turret cannons.
- Thunderhoof is stabbed in the face and chest with his own horns by Grindcore.
- Underbite falls to his death after the Hercules kicks him off the Ark.
- Saberhorn is stabbed to death by Alice.
- Scorponok is crushed by Grimlock.
- All the Combaticons are killed when combined as Bruticus, who is destroyed by the Firestorm.
- Hong Gu dies when Slipstream shoots down his Knightmare.
- Silverbolt, Chromia, Hot Shot, Prowl, Marika, Leonhardt, and Asahina are among the many wiped out by the Damocles' attack.
- Chekhov's Gunman: Of all beings, the Vehicon that Lelouch Geassed into "rethinking his choices" back in the first chapter of R2 returns, having had a Heel–Face Turn and helping Odysseus, Carine, and Laila escape Decepticon custody.
- Cliffhanger: The chapter ends with Starscream and Schneizel launching their coup against Megatron with the Damocles, wiping out a huge portion of both armies in a single shot and putting Optimus close to death. Megatron meanwhile plans to strike back using one of Shockwave's experiments, implied to be Predaking.
- Combining Mecha: Thanks to the upgrades via the Forge of Solus Prime, the Shinkiro, Lancelot, Guren, and Raiden were granted the ability to combine into two new Knightmare Combiners - the Silver King and Firestorm respectively.
- Easily Forgiven: Shirley and Rai both forgive Joseph instantly for his involvement in Code-R after he explains everything to them.
- Enemy Civil War: Starscream and Schneizel launch their coup against Megatron, pitting themselves and their allies, as well as those cowed by the Damocles, against Megatron and his loyalists.
- Eye Scream
- Lugnut gets shot in the optic by Chromia to stop him from killing Bulkhead.
- Arcee manages to nail Bruticus in the eyes, allowing Kallen and Rai to finish him.
- Go Out with a Smile:
- Blitzwing's Random persona goes out laughing as he's obliterated by a heavy cannon, courtesy of Nonette's kick via Galeschin.
- Saberhorn after being granted an honorable death by Alice's Pegasus.
- Heroic Sacrifice: Optimus holds off the Damocles' fusion cannons with the Skyboom Shield so that everyone else can escape through a Groundbridge, then tosses the Shield and the Star Saber in after them, being willing to give his own life so that the others can survive and have a fighting chance. Fortunately, Elita manages to grab him with the Polarity Gauntlet and pull him through after them, albeit not before he's seriously injured.
- Hoist by His Own Petard:
- Thunderhoof is killed by being stabbed in the chest and head with his own broken-off antlers.
- Lugnut gets his head obliterated by Bulkhead, using his own axe.
- Killed Off for Real: Multiple characters die either during the fighting or in the Damocles' attack.
- On the Decepticon side: Barricade, Demolishor, Lugnut, Blitzwing, Thunderhoof, Underbite, Saberhorn, Scorponok, and all of the Combaticons.
- On the Autobot-BK side: Silverbolt, Chromia, Prowl, Hot Shot, Hong Gu, Asahina, Leonhardt, and Marika.
- No One Could Survive That!: Starscream and Schneizel both believe that Optimus and Megatron were both killed by the Damocles' attack. However, Optimus escaped via an emergency Groundbridge (though was still heavily damaged) and Megatron survived via his Complete Immortality thanks to stealing Victor's Code.
- Not So Above It All: After pulling off Suzaku's Hurricane Kick move in the Silver King, Lelouch admits it was pretty fun to do.
- Pet the Dog: While staying loyal to Starscream, Thundercracker still helps Odysseus, Carine, and Laila escape.
- Wham Episode: Prior to the battle, Odysseus, Carine, and Laila escape Decepticon custody thanks to Thundercracker. During the battle and in the Damocles' subsequent attack, numerous characters on both sides are killed. Optimus is badly injured while covering the others' escape. And in the final scene, Megatron unveils his trump card against the Autobots and Starscream's rebellious faction — the Predacons.
- You and What Army?: Knock Out inquires how Megatron will able to succeed in his Evil Plans when most of his army had been annihilated thanks to Damocles's Fusion Cannons. Megatron just gives a smirk before showing him and the others their new army...
- You Talk Too Much!: Bulkhead says this to Lugnut as a Bond One-Liner.
