Rumble, Frenzy, and Cosmos desperately try to fight off the Sharkticons that rain down upon them, but they are horrendously outnumbered, unable to get a signal out to call for help, and are soon swarmed by the beasts. Their defeat is watched over a bank of monitors by Rum-Maj and Wreck-Gar, the latter of whom is still keen to make a deal with Optimus Prime for Ore-13 despite this act of deceit, while the former takes it as proof that they cannot work together and begins plotting reprisal.

Flashback: Four million years ago, Orion Pax stands alongside Zeta Prime and watches as a pre-recorded announcement from Zeta is played for the populace promising that the questions about the integrity of Cybertron's police force will soon be put to rest. Orion is uncomfortable over Zeta's statements regard Hefter's guilt and the potential effects such claims will have, but Zeta waves off his concerns, pointing out that everything he is doing is pageantry in the name of the greater good—a point he punctuates by revealing his phony Matrix, and promising Orion that one day, everything Zeta has built might become his...

Present: Optimus Prime and Aileron return to Autobot City from Cybertron through the spacebridge and are immediately met by the colonist soldiers, whose persistent genuflection before Optimus continues to test Aileron's nerves. After receiving an update on current events from Jetfire, Optimus requests that he contact Soundwave and have him invite the leaders of Earth to Autobot City the next morning. Soundwave, still visiting the G.I. Joe encampment on the Matterhorn, agrees, though his reluctance to mention his current activities to his fellow Cybertronians tips Talon off to the fact that he is acting without Optimus's approval.

In Cairo, Thundercracker, Marissa, and Buster take in the sights at a bazaar, while Thundercracker wheedles more information out of Marissa about her estranged father, Flint. He eventually convinces her that Flint's offer for her to join G.I. Joe was just a way to get to know her better, and, giving her little choice in the matter, carries her after Flint and Chameleon's departing Sky Hawk. Their fly-by interrupts a very similar awkward conversation going on between the two Joes, and they follow Marissa's directions to land in Sicily, where father and daughter finally talk a little more openly about their complicated relationship. Marissa explains that she didn't turn down Flint's offer because she didn't want to work with him: she did it because she genuinely doesn't believe there's any way to win against the Transformers, and she just wants to enjoy life before the Earth pays the price for their presence.

Aileron takes Optimus Prime aside to ask him what he is planning, and Prime explains that, inspired by Starscream's words, he is going to force the Council of Worlds to vote on Earth's membership by actively brokering an unprecedented breach of the Tyrest Accord between humans and Junkions. Aileron is distressed to hear that Prime is so willing to bring the two planets so close to a potential war; she accuses him of letting his Prime status go to his head, but Prime once again tells her that he does not pretend to divinity—he merely tries to steer the faith of those who blindly follow him and the Matrix toward "something constructive." Unfortunately, his and Aileron's conversation is overhead by Pyra Magna, who, disgusted by the way she believes Prime toys with the beliefs of his followers, marches right up to Optimus and cracks his faceplate with a powerful punch! The sound of the fight brings all the Autobots in the city running, even though Optimus refuses to strike back. Pyra re-asserts her claim to the Matrix as a true believer in its power, and angrily recants her vow to help Optimus learn how to use it, previously having thought of him as a well-meaning ignorant, but now seeing that he is a user of others' beliefs, devoid of any of his own. Prime does not counter her arguments, but merely t

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