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After Megatron's destruction, Starscream, seeking a powerful and loyal student to help him lead the Decepticons, revives the Decepticon warrior Skyquake.
After reviewing footage of the Space bridge explosion, Starscream addresses the troops about the tragic loss of Megatron but insists they continue under his leadership. When questioned how he can do what even Megatron couldn't he insists that after watching Megatron for millennia he is fit to rule them, proclaiming himself Megatron's true heir, Lord Starscream, Emperor of Destruction. Despite his speech the troops were not convinced (can't blame them really). Starscream walks off in frustration, then remembers a legend of a Decepticon on Earth worthy to follow him and gain the respect of the Nemesis crew.
Back at Autobot base despite encouragement from Ratchet that what happened was the best anyone could have done, Optimus still regrets that he couldn't change Megatron's allegiance. However he accepts that he lost him the day he became a Decepticon and focuses on Starscream's less predictable leadership. Suddenly they hear an explosion which Ratchet assumed was a Decepticon attack, when it was just Raf's volcano. Around the base the humans were making their science fair projects with the help of their Autobot protectors, despite Ratchet's objections. Raf and Bumblebee were making a volcano, Miko and Bulkhead a model of the Solar system and Jack and Arcee a motorcycle. Ratchet insists they cannot work in their base, weakly claiming that they're making a mess. The kids point out that their projects are due tomorrow and they need to finish for a passing grade. Ratchet finds it unlikely that the Autobots have any knowledge of their planet. Optimus adds that they are the kids' guardians and it wouldn't hurt to learn more of Earth by helping them with their school work.
Meanwhile at a canyon in the dessert, Soundwave picks up the location of the warrior Starscream talked about, after hearing the latter badmouth Megatron's choice of looking for warriors.
At base while Raf listened to Bumblebee's aspirations to become warrior class, their sensors picked up exposed Energon on the move to which must be the Decpticons. After making an excuse to help with their projects, Ratchet stays behind while Optimus takes Bumblebee to the desert. At that location Soundwave and Starscream excavate a tomb then use an Energon cube to revive the Decepticon, Skyquake. However Starscream's attempt to recruit a loyal follower was in vain. Skyquake testified his loyalty to Megatron even beyond death, disregarding Starscream's attempt of recruitment.
During this Optimus and Bumblebee arrived, the latter ordered to stay back for now as Optimus made his presence known to the Decepticons. Skyquake remembers the Battle of Technar and how Megatron ordered him to kill Optimus and make it clear he wishes to carry out the order. Optimus tries to convince Starscream to stop the war, which he would agree to if Optimus bowed to him. Losing his patience with Starscream, Skyquake knocks him aside before he flies away then after Optimus tries, and fails, to talk him into working with the Autobots he attacks Prime. Starscream landed on a cliff top with Soundwave, still convinced he can get Skyquake to follow him, stating that if Skyquake destroyed Optimus under his orders then all Decepticons will recognise him as leader. After exchanging firepower Bumblebee joins in against Optimus's orders as Soundwave records the conflict at Starscream's wishes. Optimus notices Skyquake had not yet acquired a vehicle mode so the two Autobots transform and fall back.
Back at base despite Raf's insistence Ratchet does his science project all by himself then precedes to do the others by himself as well.
After the Autobots drove off Starscream lost sight of them, turning to Soundwave he demanded to know why he wasn't tracking them. The latter had picked up a Decepticon energy signature emanating from their destroyed spacebridge and Starscream realized he meant it was Megatron. After first dismissing the signal, claiming Soundwaves sensors were faulty, Starscream announced, too keep up his facade of loyalty, that he would go into space to retrieve him if still alive. Soundwave suspicious, but ordered to stay and record Optimus's demise, launched his Minicon to follow Starscream.
As Agent Fowler flew a plane into the desert to investigate the communications comming from the area Bumblebee is boxed into a corner by Skyquake. But Bumblebee was a diversion to drawn the Decepticon's attention as Optimus attacked from behind. But as Prime knocked him down Fowler flew above them and seeing his chance Skyquake scanned his jet, transformed and proceeded to strafe the Autobots. Before he could deploy heat seeking missiles against them Fowler attacked the Decepticon, so he fired them at the human instead who evaded them.
After arriving at the wreckage of the spacebridge, Starscream discovers Megatron is still, barely, alive due to the Dark Energon shard in him. After ripping it out hoping to finally kill his former master, Soundwave's drone arrives, forcing him to transport the offline Megatron to the Nemesis sick bay.
Meanwhile Skyquake continues to attack the Autobots with bullets and missiles, but Bumblebee manages to slip away to the cliff top and jumps onto Skyquake. After the later fails to knock the Autobot off Bumblebee ripped parts of Skyquake off, causing him to lose control heading for a crash dive. Optimus called for Fowlers assistance before hand and Bumblebee managed to jump onto his plane as Skyquake crashed. Optimus sadly observes that if Skyquake had chosen peace over his master they would not be burying him.
Back at base Optimus chastised Bumblebee's actions as unwise but congratulated him for his admirable performance. As the kids arrived Ratchet approached enthusiastically about their projects that he made. As they reveal, not so well: Ratchet had build Miko a model of Cybertron instead of the Solar System, Jack a saw-arm like machine and Raf a volcano that blasted a hole in the school roof. After hearing this, he walked away annoyed.
Back on the Nemesis, Megatron is in stasis and Starscream states, with a sneer, that he hopes he gets better.
Jack: "You're a motorcycle, Arcee. Shouldn't you know how to build a motorcycle engine?"
Arcee: "You're a human Jack, can you build me a small intestine?"
- -Arcee and Jack discuss anatomy.
Starscream "I would be willing to consider a truce, if you would be willing to bow before me, Optimus Prime."
Skyquake: "Again? Bow to this!"
- -Skyquake just joined the show and is already sick of Starscream's takeover "attempts".
Fowler: "I still got it."
- -Fowler after outmanoeuvring six heat seeking missiles, like a boss.
- Even though Skyquake hasn't scanned an earth vehicle mode why can't he just use his Cybertronian alt mode?
- Maybe through a long period in stasis it was erased.
- It is illogical for Raf, Miko, and Jack to all attend the same school because of their ages. Raf is a few years younger than Miko and Jack and would be in middle school, while Miko and Jack would be in high school.
- The animators probably did not have the time/budget to design different classrooms judging by how complex the production for this cartoon is.
- Raf was very fortunate not to be expelled from school for breaking the school's ceiling.
- The title "Emperor of Destruction" is a rank used in the Japanese continuities for the leader of the Decepticons
- Although most of the time he just calls himself "Lord" Starscream.
- Considering Soundwave's drone reached Starscream within a few seconds of him arriving at the spacebridge wreckage then it must be as near as fast and Starscream's altmode, a General Dynamics F-16 Fighting Falcon
- Looks like Sunstreaker and Sideswipe taught 'Bee Jet Judo