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

After the seemingly successful Operation Cleanup, General Hallo seems troubled. It turns out the bomb only succeeded in knocking the Transformers out, the metal virus absorbing the blast, and all recover without damage. Optimus Prime is unnerved to find the Decepticons are nowhere to be found. The Autobots discover their comrades who had been used by the Decepticons, and begin to tend to them. Ironhide briefly reactivates, and warns Prime of a plan by Megatron. Meanwhile, the revived Devastator spearheads a Decepticon attack on San Francisco. Superion flies a squad of Autobots to help the city, and he is able to stop Devastator briefly. Trailbreaker is able to subdue Grimlock, while Optimus tackles Megatron. However, the battle takes a turn for the worse when the Decepticon jets force Superion to separate into his Aerialbot components. Back at the late Lazarus' base, Wheeljack works on trying to tackle the virus, while Jazz and Mirage attempt to repair the Autobots damaged by the Decepticons. In San Francisco, Devastator is triumphant, complicating the Autobots' plan still more. Back at the Pentagon's C Block, the imprisoned Spike receives a note seeming to offer help.