(W) Chris Sarracini (A/CA) Pat Lee

Hallo explains to Spike that his men have been unable to revive Optimus Prime. Spike places a piece of the Matrix given to him by Prime in the Autobot's chest, and he awakes. Meanwhile, an Arctic oil refinery is attacked by a squad of controlled Transformers, both Autobot and Decepticon. Laserbeak relays the footage to Lazarus, who uses it as a pitch to various terrorist leaders at an auction. However, Megatron reveals himself to be in control, and prepares to take control of the operation. Optimus Prime, Spike and Hallo are in the Arctic, where Prime uses the Matrix to revive a handful of his warriors left unfound by Lazarus. Meanwhile, the team who raided the oil refinery return to base, only to find it in chaos - the Decepticons have taken over.