(W) Chris Sarracini (A/CA) James Raiz

The Autobots arrive on Earth at the Allspark power station Meanwhile, Megatron is chasing Sparkplug and the kids across a city, but they shake him off by ducking down a handy tunnel. The other Decepticons attack a local military complex, scanning the vehicles there for Earth alt modes - Starscream takes a fighter jet, Demolisher a tank and Cyclonus a helicopter. The quartet of active Mini-Cons do the same at Rad's garage, High Wire choosing a dirt-bike, Grindor a flying skateboard, Sureshock a scooter and Sparkplug a car. Starscream give Megatron a download which includes a new robot mode, and they set off in pursuit of the Mini-Cons. Starscream and Cyclonus appear to have them cornered in a ravine, until Optimus Prime and Scavenger intervene. However, Megatron and Demolisher arrive, the former showing his new mode, a massive tank.