Flashback: At the Battle for Hell's Point, amidst a raging firefight, Ultra Magnus tries to bluff the Warriors Elite, only to be blasted point blank by Megatron himself, sending him tumbling to the ground far below...

On the planet Clemency, amidst the struggle over the Nightmare Engine, Ultra Magnus issues orders to his troops - and then takes a direct hit from an explosive K-Class Decepticon...

During the battle known as the Simanzi Massacre, Rotorstorm and Ultra Magnus pick their way through a swamp, trying to elude a troop of Cybernoughts - but one Cybernought has found them, and unleashes its full firepower on Ultra Magnus...

Present: Fatally wounded by Overlord, Ultra Magnus lies on Ratchet's operating table aboard the Lost Light. Swerve sits by his bedside and plays his favorite song for him, and Tailgate cleans his body. Neither of the little bots' efforts are particularly appreciated by Ratchet, nor is Drift's disgust at his use of what he calls a "death clock": a medical scanning field that monitors the rate of contraction of Magnus's shrinking spark to calculate a time of death. With the clock giving Magnus only ten more days, Tailgate grows increasingly distraught, partially at the clinical approach the others are taking to the situation. Punctuating this sentiment, Swerve shushes him so they can hear an announcement over the tannoy by Rodimus, who vows to discover who is responsible for Overlord's being on the ship.

Worried about Chromedome's emotional state following Rewind's death, Skids goes looking for him, and finds him outside the ship, on the hull, watching the stars as he used to do with Rewind. Discovering him to be quite calm and collected—eerily so—Skids leaves. Someone who is not so calm and collected, however, is Rodimus, who has just finished trashing his office in a rage when Rung enters. The pair talk about Magnus and the source of Rodimus's fury; Rung opines that his anger is not over his failure to protect his crew, but rather, over the fact that he himself was not responsible for defeating Overlord. The psychiatrist's words evidently strike too close to home, and Rodimus menacingly invites Rung to vacate his office, which he does with all due haste.

Presently, a group funeral is held for those who died during Overlord's rampage, and as everyone settles into place for the speeches, Swerve resolves to distract himself from Rewind's death by finding out what's inside Brainstorm's briefcase. Proceedings soon get underway; Rodimus delivers a eulogy for popular crew member Tripodeca, then invites Chromedome to say a few words for Rewind, noting—after a stern glare from Rung—the little archivist's central role in saving the ship. Chromedome delivers a brief, unemotional farewell for his partner and returns to his seat, piquing Brainstorm's attention. After the deceased's bodies are given a space burial, the scientist follows Chromedome back to his quarters, where he finds him sorting through Rewind's belongings and disposing of them. It turns out Brainstorm has seen Chromedome like this before: the surgeon has had several Conjunx Endurae in his life, and after the deaths of each one, the intensity of the emotional connections he forged with them repeatedly led him to use his mnemosurgery skills on himself, removing his memories of them in order to escape the hurt. Chromedome has been so disconnected because he has been planning to do this to himself; this, Brainstorm explains, is why he does not have any innermost energon—not because he was born without it, but because he has loved and lost so many that he has given it all up as deathbed offerings. Chromedome half-heartedly promises Brainstorm he won't go through with it, but Brainstorm knows better, having had this conversation with him before. The scientist sadly leaves the room after giving him one final gift: a data slug thrown through the doors of the slow cell by Rewind before they closed. Left alone, Chromedome plays the slug to discover a

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