(W) Brad Mick (A/AC) Pat Lee

It is revealed how in the past Shockwave and Scourge were amongst those who massacred the Sharkticons. Back in the here and now, Shockwave is taking valuable data from Alpha Trion, one-time savior of the Transformers. Back on Earth, Jazz' team search for Scourge, unaware that he has been captured by the human military. The Dinobots have taken their shuttle to Cybertron, where they crash, and are spotted by a group of Autobots, while Shockwave sends Octane to investigate. Shockwave then sends Frenzy and Rumble on an important mission, while trying to brainwash the other Autobots into hating Prime by playing images of the battle in San Francisco the year before. Octane finds the Dinobots, but they kill him and steal his transport, while Frenzy and Rumble finish reviving the Stunticons, before being pressganged by Starscream. Meanwhile, Perceptor lobbies the Cybertronian Council to investigate Shockwave's modifications to the Transformers, when the news of the Stunticons' escape reaches them. Magnus leads a team to stop them. The Dinobots then launch an attack on Iacon, as Sandstorm and Broadside free Prime's team. Sandstorm takes Prime underground, but is shot by Runabout. Runabout is then killed by a Sharkticon, which then leaps on Prime.