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Megatron manipulates the impaired Optimus into joining the Decepticons.
Ratchet narrates the events of the other Autobots allying with Megatron to destroy Unicron using the Matrix of leadership within Optimus Prime's chest, only for it to end with Optimus losing his memories up until before he became a Prime, and Megatron taking him back to the Decepticon warship. Ratchet believes that Optimus believes he is still Orion Pax, and that he has allied with Megatron due to their previous friendship. As the Autobots and humans try to figure out a way restore Optimus's memories, Ratchet recalls the Key to Vector Sigma which Optimus entrusted to Jack, as a possible way of restoring his memories. Though Jack is prepared to try, the actual database of Vector Sigma is on Cybertron.
On the Nemesis, Megatron declares to the crew that 'Orion Pax' is being isolated to ease his welcome, and threatens to rip out the voicebox of any who refer to him as Optimus. Airachnid is dubious about allowing an Autobot, albeit one with no memories of being one, allowed to roam the ship free, but Megatron claims that Orion poses no threat and that he has plans for him. At this moment, Knock Out has completed embossing Orion with the Decepticon insignia.
June refuses to allow Jack to go to another planet, despite the fact that Optimus giving him the Key now makes him the only one able to use it. In any case, the Autobots have no way to reach Cybertron. Megatron explains to Orion that Ratchet is the leader of the evil Autobots, and his actions have forced the Cybertronians into exile from the now desolate world, shocking Orion to his core. Orion vows to do his part to stop the Autobots, to Megatron's pleasure. Megatron then has Soundwave secure the Decepticon data core so that Orion doesn't stumble upon any sensitive data that might expose their lies while he begins his work.
At KO Burger, Jack is approached by Sierra, who is curious as to why she hasn't seen him around much, to which he replies he usually very busy. At this moment Arcee arrives, and Sierra assumes that the holographic rider is Jack's girlfriend in spite of his claim that its just his mom. At the Autobot base, Raf finds Ratchet tinkering with the Ground Bridge, who is attempting to see if Miko's earlier saractic comment about him turbo-charging it to reach Cybertron is possible.
Megatron explains to Knock Out that late in the Great War, the Decepticons stormed the Iacon Hall of Records and retireved much encrypted data that they have been unable to crack. Thus Orion Pax, as an archivist, should be able to decipher the data for them. Knock Out is impressed with this plan, and of the fact that Megatron has placed Orion's lab near the constantly guarded Energon storeroom for security measures. When Megatron looks at Orion's present work, it is revealed that some parts of the data are coordinates for locations of Earth, and Orion suspects that they are for weapons. While Megatron is pleased to hear this, he is less enthuiastic about Orion's question as to where his second in command, Starscream, is, and claims that he is dead. Megatron confides in Soundwave his concern that Orion's curiosity will unearth their decepticon.
Agent Fowler contacts the Autobots to let them know that the Decepticons are attacking the military bases they hit two months earlier again, so Arcee, Bulkhead and Bumblebee head off. The Knock Out and Breakdown led Vehicons have stolen a power source for their new Space Bridge, and despite the Autobots intervention, manage to get it through the Ground Bridge to the Nemesis. Before it closes, Arcee speeds through and arrives on the ship and starts searching for Optimus.
While several Vehicons attempt to hold her off, Orion hears the commotion and decides to investigate. Airachnid offers to deal with Arcee, but Megatron doesn't want there to be any chance that Orion sees her and orders Soundwave to escort her off the Nemesis. Soundwave waits at the end of the corridor Arcee is driving through, and just before Orion can see her, Soundwave uses a Ground Bridge to send Arcee to the Arctic. Arcee yells out in frustration.
Later at the base, Arcee admits she was unable to see of Optimus was even onboard the ship, just as Fowler calls to vent at their lack of caution at the military base, and that there have been several casulties. The Autobots start bickering amongst themselves, and Jack points out that the only good thing to come out of it was the Decepticons obtaining what they need to complete the Space Bridge. Bulkhead questions why this is good, and Jack explains that once the Decepticons have finished building it, they can take control of the Space Bridge and use it to send him to Vector Sigma on Cybertron.
Meanwhile, as a squadron of flying Vehicons return to the Nemesis, Starscream follows them closely until he is inside. He proceeds to the Energon storeroom, killing the Vehicon guards when they attempt to detain him. After stealing a stack of Energon Cubes, he is forced to take cover in another room as more Decepticons approach. However he has blundered into Orion's workstation, and quickly takes aim at Orion.
- Starscream returns as a neutral.
- Based on Fowler's call to the Autobots, two months have passed since the defeat of Unicron and Optimus's disappearance.
- When explaining the fake history of Cybertron's war to Orion, Megatron uses the terms "Exodus" and "War for Cybertron", referencing the novel and the video game (in most) set in the same continuity.
- Sierra also returns wanting to know why Jack doesn't appear as often outside of School. Perhaps later in the season she will find out.