The three kids and their Autobot guardians head back to the Autobot base, where Ratchet is being attacked by a piece of animated equipment. Optimus Prime deals with it, but now suspects that both it and Cliffjumper were vivified by Dark Energon.
Megatron, now powered up by the Dark Energon, has decided his next move and leaves the Decepticon ship in Starscream's hands. Starscream thinks Megatron's gone a bit loopy, and he orders Soundwave to increase surveillance.
Optimus has realized Megatron's plan to create an undead army. As the rest of the Autobots arrive, Optimus announces he's going on a mission with Ratchet, who doesn't take kindly to Arcee's suggestion that he may be a little rusty. Leaving Arcee in charge, the pair Bridge out. Arcee immediately puts Bulkhead in charge and goes out on patrol with Bumblebee. Miko attempts to organize an impromptu band practice, but while she's belting out an electric guitar solo, the proximity alert goes off. The kids hide behind Bulkhead as Agent Fowler walks in to complain about the Energon mine explosion. Unfortunately, Miko's guitar gives them away, and Fowler announces he's taking the kids into federal custody, but Bulkhead puts his foot down and Fowler storms out.
In a remote region, Prime explains to Ratchet that they're looking for the remains of an old Transformer battlefield, from the period in the war for Cybertron when Energon started being hidden on other planets.
As Fowler flies from the Autobot base in his helicopter, he radios in a report, which is intercepted by Soundwave. Starscream orders Fowler captured, so Soundwave sends out Laserbeak. The Deployer catches up with Fowler, who engages in some deft maneuvers to try and avoid it, and even gets some shots off before it slices the tail off his 'copter and abducts him.
Fowler's distress call is picked up at the Autobot base. Though Bulkhead is reluctant to help, the others point out that Fowler knows the location of the base. Raf sets about hacking into a federal computer so that they can locate Fowler. Bulkhead leaves Jack in charge and heads out. Bulkhead finds himself near the Decepticon ship, but is surprised when Miko pops up next to him. After dealing with a Decepticon sentry, he contacts Arcee. Back at the base, Jack and Raf have realized that Miko is gone, and they use the Ground Bridge to follow. Unfortunately, this leaves the base unmanned when Arcee rings in to get use of the Ground Bridge. Jack and Raf arrive at Bulkhead's location and immediately manage to attract the attention of the Decepticon drones on guard.
Starscream interrogates Fowler without much success, so he resorts to getting out the Energon prod.
Meanwhile, Optimus and Ratchet reach the Transformer graveyard they've been seeking. Unfortunately, so does Megatron, who uses a chunk of Dark Energon to raise an army of Terrorcons.
- Alien Abduction: Laserbeak upon Fowler.
- Big Damn Heroes: Subverted on two occasions:
- Jack and Raf groundbridge to Miko's location planning on rescuing her. The moment they arrive on location, Bulkhead has to rescue them from a couple of Vehicons.
- Miko tries to do this by hitting a Vehicon in the head with a rock. Guess how that works out?
- Casual Danger Dialog: Fowler reacts very nonchalantly to being tortured.
- Cold-Blooded Torture: Starscream does this, to a human."Bring the prod."
- Deadpan Snarker: Agent Fowler when Starscream begins torturing/interrogating him for the Autobot base location.
- Delegation Relay: Arcee, you're in charge...Bulkhead, you're in charge...Jack, you're in charge...Raf, you're in charge."Of who?"
- Electric Torture: Fowler is on the receiving end of this.
- Giant Foot of Stomping: Bulkhead literally puts his foot down between Fowler and the kids when the former tries to put them in federal custody (which is a fancy term for jail).
- Large and in Charge: Miko thinks that if Optimus is busy, Bulkhead due to being the biggest should be in charge.
- Large Ham: Megatron is in top form today.Megatron: BEHOLD! THE POWER OF DARK... ENERGON!!!
- Leaning on the Fourth Wall:
- Light Is Not Good: When Megatron raises the Terrorcons, he goes all glowy.◊
- Nice Job Breaking It, Hero!: Fowler stupidly says "Autobot base" on the phone in an area that is "Soundwave-tracable". At that time, his mind was clouded by anger (to put it in Optimus's words) because he just found out the Autobots made contact with human children and let them into their base.
- Ninja Pirate Robot Zombie: Played completely straight with the Terrorcons.
- Refuse to Rescue the Disliked: Bulkhead at first refuses to rescue Fowler when he is abducted by Laserbeak, claiming "Fowler's a jerk!"
- What the Hell, Hero?: Jack gives Bulkhead this treatment when Bulkhead appears to be willing to allow Fowler to be captured by the Decepticons.Bulkhead: Location scan was incomplete. Oh well.Jack: Uh, "Oh well?" Seriously?Bulkhead: Fowler's a jerk!Jack: Whoa! Whether you like the guy or not, the Decepticons may have him!
- Zombie Apocalypse: Megatron uses some of his Dark Energon to raise an army of undead Cybertronians to fight Optimus and Ratchet.