A BNN newscast shows footage of the earlier attack on the Skywatch base, and reports that a caravan of vehicles have just left the area. This caravan, consisting of both Autobots and Skywatch troops, flees towards Omega Supreme, but comes under attack from a Mexican militia armed with Megatron replica guns and a grudge against Transformers. Ultra Magnus prepares to defend himself, but is convinced by Pennington that opening fire on humans would only further ruin the Autobots' view in the public eye. Despite Huffer's complaints, they continue their retreat under fire.

In Thundercracker's lair, Starscream attempts to sway him into rejoining the Decepticon army, but is rebuffed. Pointing out how the Decepticons left him for dead years ago, Thundercracker declares that he doesn't need them anymore, compares Starscream's offer to Bumblebee's. Starscream explains that unlike the Autobots, he doesn't want Thundercracker to save humans, but to overthrow Megatron, whom he believes lacks long-term goals and only returned for mindless revenge. When Thundercracker just turns his back on this proposal, Starscream guns him down. As he verbally assaults the injured seeker for his attitude, however, Starscream is in turn attacked and beaten by Brawn, who accuses Starscream of shooting down Optimus Prime's plane. Starscream pleads for mercy and denies the accusation...

Two miles out from Omega Supreme, the civilians chasing the Autobot caravan are suddenly killed by a massive blast from the air; Megatron himself descends in his new stealth bomber alternate mode and transforms. The Autobots attack, but their weapons fail to put a scratch on the Decepticon leader's new body, and they find themselves crippled from only a single blast from his cannon. As Megatron begins to gloat to Ultra Magnus, he is interrupted by Skywatch soldiers firing a suppressor, but he withstands the device and eradicates them with little effort. Magnus protests, begging Megatron to focus on him, but Megatron declares that the Autobots aren't his target... humanity is.

Meanwhile, in San Francisco Bay, Optimus Prime, Spike Witwicky and their troops emerge from the ocean depths, having survived their plane crash.

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