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The bots get accomanied to their "children", Optimus and Ratchet learn more about Dark Energon.
Arcee and Jack race down a desert road, Miko and Bulkhead stunt drive down a mountain and Bumblebee and Rafael play a racing video game. The Bots and the kids are having fun, while Ratchet works in the Base. The medic hears a noise, turns and sees the piece of broken infected equipment (seen at the end of the previous episode). As it leaps for his face, it is shot out of the air by Optimus. Optimus suspects that Dark Energon is the culprit.
On board the Nemesis, Megatron speaks of the Dark Energon as Starscream hovers behind him. Megatron tells Starscream to remain on the Nemesis and await his command. He transforms and leaves his flagship. Starscream tells Soundwave of his concerns regarding Megatron's judgement and orders Soundwave to increase global surveillance. Soundwave reminds him in no uncertain terms that Megatron just told him to do "await his command". Starscream disregards this. At the Base, Optimus connects the sudden animation of Ratchet's broken piece of equipment with the resurrection of Cliffjumper. Optimus and Ratchet discuss the Dark Energon, working out that Megatron must have transported it to Earth to conquer the planet with an army of resurrected robots. Ratchet expresses his doubts about Megatron finding enough Cybertronian dead. Just then, the Bots return with the three human children. Optimus gets ready to order the Bots off Base, but decides against it when he realizes that they are still guarding the children. He puts Arcee in charge, even though she is unhappy at having to remain behind. Ratchet and Optimus bridge out, so Arcee and Bee head out against his orders to go on patrol. Arcee puts Bulkhead in charge. Miko immediately makes up the children and Bulkhead into a rock band (she plays guitar while they all cover their ears), until the proximity sensor announces Agent Fowler's return. The children hide, but Fowler discovers them when he sees the cord from Miko's electric guitar. He tries to take the children into protective custody but Bulkhead stops him. Fowler leaves.
Meanwhile, Optimus and Ratchet walk through canyons somewhere on Earth, looking for one of the largest Cybertronian battlefields. Agent Fowler pilots his helicopter to return to his superiors but Soundwave intercepts the Agent's transmission, learning that he knows where the Autobot Base is located. Soundwave sends one of his minions to retrieve the Agent. His helicopter is destroyed, but not before he manages to send off a distress signal to the Base. Raf attempts to hack into the fed's mainframe so as to locate Fowler via a chip all the Agents have implanted in them. Fowler is presented before Starscream as Bulkhead heads out to his location, leaving Jack in charge. Bulkhead arrives at the Nemesis's location and discovers that Miko has followed him. Bulkhead beats up one of the Vehicon guards that spots them and tears out his circuits. He then calls Arcee and Bee to tell them where they are, while Jack and Raf Ground bridge to Bulkhead's coordinates.
On board the Nemesis, Starscream questions Agent Fowler in vain and decides to resort to torture. More Vehicons discover the children with Bulkhead. Optimus and Ratchet arrive at the battlefield, as does Megatron, who banters with them a moment before throwing a piece of Dark Energon into the ground, raising all the Cybertronian dead as Terrorcons.