Time Will Rust Flashback: Six months ago, on the planet Devisiun, an elder of the planet's native species recounts the planet's history for two children. Once Devisiun was a lush, green world, until what they called the "Unyielding Shimmer" descended upon the planet—a fatally wounded Titan who fell from the sky. Cybertronian colonists emerged from the Titan and took Devisiun for their own, remaking the planet in their mechanical image.
Present: In South Dakota on Earth, Jazz finds himself in chains after surrendering to G.I. Joe in order to secure Rom passage to Cybertron through Trypticon's Spacebridge. While Jazz and his jailer Spike Witwicky trade barbs over the past indiscretions that initially brought them to blows—Spike's illegal stockpiling of Cybertronian weaponry, Jazz's killing of police officer John Powell—senior Joe officer Flint argues outside with teammates Mainframe and Hi-Tech, his own daughter Marissa Faireborn, and the Dinobots about the dangers Cybertronians pose to Earth. Unfortunately, Flint's negative views are only reinforced by what happens next, as Sky Lynx comes swooping out of the skies, and Slide and the other young colonist soldiers leap from his cargo bay! They are here with the intention of rescuing Jazz, as proof that they—unlike, Slide thinks, Optimus Prime—have not abandoned their comrades. While Slug, Swoop, and Strafe engage the impetuous youths, Mainframe and Hi-Tech ready non-lethal rounds in defiance of Flint's lethal force order, and Marissa tries to call Thundercracker in to help.
Flashback: Slide remembers the colonization of Devisiun less morbidly. In her memory, the natives were a poor people with little to live for, who the colonists saved from their feral existence. She remembers her happy life there, playing with the natives with her bonded partner Oiler... and how that life was taken away from her when Oiler died on Earth, thanks to following the words of Optimus Prime.
Present: In Little Cybertron on Bikini Atoll, Wreck-Gar and Rum-Maj eavesdrop on Marissa's phonecall to Thundercracker. Rum-Maj reflects that cyclical violence seems to be the way of Cybertronians, worsening now as the enormity of the threat of Unicron hastens everything on the way to its end. Neither of the two want to see another world they've come to call home die, but Wreck-Gar has no idea how to prevent it. Fortunately, Rum-Maj tells him as she looks over over the shoal of Sharkticons swimming in the waters below, she does...
Jazz reflects on his first trip to Earth, sent by Optimus Prime as an advance scout on a mission of infiltration; on the escalation that followed as he called in the other Autobots; and on the devastation that resulted as the Decepticons unleashed their fury upon the planet. Lost in thought, he does not notice the noise of battle outside until Spike brings it to his attention by cautioning him that it is not his problem. But as far as Jazz is concerned, it's absolutely his problem; he is responsible both for bringing the Autobots to Earth in the first place, and for the colonists being here, now, trying to rescue him. Revealing that he was only a prisoner because he allowed himself to be one, Jazz stands, easily snaps his chains, and smashes his way through the door outside, determined to stop the fighting.
Flashback: Gimlet thinks back on his life on Eukaris, a world founded as a haven for beastformers by a Prime who worked to have his kind accepted by other Transformers. It was in the spirit of that noble goal that Gimlet and his friend Bump volunteered to join Optimus Prime and help bring peace to another organic world, Earth.
Present: Frustrated at being repeatedly shot by Mainframe, Gimlet crushes the VAMP he is driving. Too late, Gimlet realizes that in doing so, he has grievously wounded Mainframe himself—but that realization only lasts a moment before Slug, driven to a berserker fury by the young colonist's act, cleaves Gimlet in two with his sword, killing him. Lying in Hi-Tech's arms, M