The Autobots commandeer the Decepticon space bridge and send Jack to Cybertron to retrieve Optimus's memories from Vector Sigma. Meanwhile, Orion Pax wonders if Megatron is telling the truth.
Starscream discovers cloning technology just as Airachnid readies her Insecticon army to attack the Decepticon ship and destroy Megatron. Bulkhead, who has no idea how he ended up on the ship, gets unwillingly caught in the middle of this mess.
In order to get their ship airborne again, the Decepticons inject Dark Energon into its system, but instead of obeying Megatron, the ship develops a mind and agenda of its own.
Optimus Prime travels to the Arctic to find an ancient Transformer relic, but bumps into Megatron's loyal servant Dreadwing and the treacherous buffoon Starscream.
Megatron deploys his most vicious Insecticon warrior to stop Bulkhead from finding a new relic, but it turns out that the thing they're after poses a threat to Autobots and Decepticons alike.
Miko sneaks aboard Wheeljack's ship to unleash her vengeance on the Insecticon who has nearly killed and seemingly permanently disabled her partner Bulkhead.
Miko is deeply shaken by Bulkhead's injury, so Arcee decides to cheer up the human girl with story about her past adventures with her former partner Cliffjumper.
A rookie Autobot arrives on Earth, but he seems to be way too eager to fight the Decepticons, much to the annoyance of the other Autobots, especially the crippled Bulkhead, who is unable to go to battle.
Optimus receives a message from Alpha Trion, who tells him that the Omega Keys will revive Cybertron. Meanwhile, Megatron plans to craft a Star Saber for himself.
Frustrated by his failure to retrieve and protect the Omega Keys, Smokescreen leaves the base and is captured by Soundwave and Laserbeak. Both the Autobots and Decepticons learn the location of the fourth and final Omega Key.
The Autobots and Decepticons race to find the Omega Lock which can restore life to their home planet of Cybertron. The Autobots have to use every lethal weapon in their possession to stop Megatron and his troops from reformatting their planet into their evil image.