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

The military take Optimus Prime to the Arctic oil refinery. The Autobot is shocked by the devastation, but Spike is adamant that he contributed to Earth being in such a position because of his part in the war. The military locate Lazarus' base, and Prime leads the Autobots to confront Megatron. The Decepticons are settling into the base, and Megatron has revived four warriors to back him up. He has rigged up a device which will turn the planet into a replica of Cybertron, and sets it working. Lazarus is swept over by the metallic liquid. Megatron then prepares to meet Prime's force. He confronts the Autobots, and gives them the choice to join him in ruling the new-look planet. Optimus refuses, but is shaken when he finds that the reactivated Grimlock sides with Megatron. Both sides scuffle, but Hallo takes the chance to deploy a massive bomb on the Transformers, and Megatron's advancing device.