On a dock in Incheon, South Korea, Campolongo is hooking up a shipping container to a crane when a rather officious dockworker confronts him, quite reasonably, wanting to know how their shipping company forced the shipyard allow an offload with alien attacks ten miles away. Unable to successfully bluff the operation even with Joe Henderson's help, Campolongo incapacitates the dockworker with a sleeper hold and tosses him into the water. Henderson and Campolongo argue about this course of action, bemoaning the limited time they've had prepare. Skywatch field commander Spike Witwicky silences them and they open the offloaded shipping containers, revealing seven Autobots in their vehicular forms. Optimus Prime asks if there's a problem. Spike complains his unit's lack of smarts; Prime reminds him that a unit is a reflection of its commander.

The Autobots and Skywatch personnel enter a hangar, allowing the Autobots to transform into their robot forms without being spotted by the watchful eyes of any orbiting reconnaissance satellites. Witwicky reminds them that the mission is strictly off the book now that Cybertronians have been classified as Weapons of Mass Destruction, so they'll have to engage the enemy without revealing their robotic nature—the Autobots will have to fight in their alternate modes. Spike reveals that Prime's trailer contains a lot of weaponry, and tasks Wheeljack with attaching that weaponry to the Autobots' vehicular bodies.

Further inland, Onslaught, Brawl, and Vortex relax, celebrating not having Swindle or Megatron bossing them around. At this point, Kim Jong Du storms out with his bodyguards to admonish the idling Decepticons and orders them to deal with the mustering American and South Korean forces. Brawl, less than happy to be ordered about by a human, makes his objections known to Onslaught. The Combaticon leader says they'll have to keep this up as long as Kim has energon, but he has a plan. Vortex calls him on it, and Onslaught admits that he's formulating a plan. Brawl states that he misses Swindle.

Nearby, an American NCO rallys his troops to face off against Combaticons. As he declares that the humans won't let machines just march in, an extremely up-gunned Smokescreen speeds past to engage the Decepticon foe. Smokescreen lays down a smokescreen as he blasts Vortex. Onslaught suspects Autobots and is confirmed when Optimus Prime emerges from the smoke at ramming speed and barrels into the luckless Decepticon. Vortex uses his rotors to redirect the smoke back at Smokescreen, reasoning that the Autobot can't see through it either. Taking advantage of the distraction, Vortex takes to the skies and transforms to helicopter mode, bragging that the Autobots are doomed without air support.

Spike obviously agrees with Vortex, and orders the hitherto hidden Jetfire to engage him. Meanwhile, the ground-based Decepticon forces wonder why the Autobots remain in their vulnerable alternate modes instead of transforming. As Onslaught tears into Prime's cab, Skywatch deploys a team of crash suits. The Autobots and crash suits herd the Combaticons towards the sea, where a waiting Broadside unleashes a debilitating volley of firepower at the Decepticon duo, effectively pinning them. In response, Vortex slices Jetfire's wing, causing him to plummet into Broadside. The huge explosion distracts the Autobots long enough for the three Combaticons to flee the area.

Back in the hangar, while Ratchet works to repair the damage to Broadside and Jetfire, Optimus notes that Jetfire, as a research scientist, really is no match for a soldier of Vortex's caliber. Ratchet interrupts to give his prognosis on Jetfire: he'll be out of action for at least a week. Cliffjumper grouses that with neither air support nor robot modes, they'll have no chance. Prime states that he's been in contact with the Autobot leader, Bumblebee, and that Bumblebee has a plan.

Elsewhere, Bumblebee gives a speech

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