In an old army hangar, Jetfire whines about a headache. Hot Rod comes in and reveals he's changed his mind about getting off Earth as soon as possible, instead wanting to get all the Autobots in human custody out as well. He shows Jetfire their new Decepticon comrades, saying there are no sides anymore.

Meanwhile, at Autobase, Ultra Magnus explains to the bots he's here to investigate what they've been up to. Bumblebee explains the situation, from which Magnus somehow discerns that Ironhide has died.

At Skywatch headquarters, Spike Witwicky tries to talk to Optimus Prime. Spike wants to make things easier for him, but Optimus just accepts his fate and broods. Spike's colleague asks why he's doing this and Spike says he's trying to have something to give his dad when he arrives.

Back at Autobase, Ultra Magnus investigates the events on Earth as if it was a crime scene. He thinks that Bumblebee might not be a capable leader, especially when more Autobots—Hoist, Tracks, Beachcomber and Blurr—leave. Ultra Magnus leaves to find Hot Rod.

Back in Hot Rod's group, Jetfire says he can't build things, to which Hot Rod replies that he isn't building, just disassembling. Also, Red Alert and Mirage aren't too keen on their new Decepticon comrades.

At Skywatch, Spike has detected Blurr's group and sends guys to capture them. Blurr thinks his friends are slow when a Skywatch mine blows him up. Hoist, Beachcomber and Tracks are quickly subdued by Skywatch, but Blurr runs away, breaking the sound barrier. The others are brought back to Skywatch where Spike asks Optimus Prime again if he wants to talk.

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