Spike Witwicky and Optimus Prime continue their chat. Prime admits that he felt he was an ineffective leader without the Decepticons to fight. He also tells Spike how he admires the human's wisdom and ability to learn, and he hopes the Autobots will likewise "transform" without him.

Ultra Magnus returns to the Autobots' cave and immediately states his intentions to assemble a team to arrest "Rodimus Prime". Bumblebee questions this, as well as Magnus's choice of the recently traumatized Blurr, but Magnus supersedes Bumblebee's complaints.

Spike takes a ride in Breakdown to clear his head, but is soon attacked by Drag Strip and Wildrider, who had been looking for their fellow Stunticon. Disgusted that he's being driven by a human, they opt to wreck Breakdown to kill Spike. (Breakdown can be repaired later.) Spike retaliates with his own weapon and tries to lead the Stunticons back to Skywatch, but Motormaster appears from the opposite direction and runs Spike into a guardrail, where he dives out of Breakdown and escapes into the river below. As Spike requests a pick up from Skywatch, Breakdown is recovered and brought back to Hot Rod's site.

At the site, Swindle spends considerable time repairing Breakdown, attracting attention from Silverstreak, but Hot Rod dismisses his concerns. Ultra Magnus and his team arrive to arrest Hot Rod, who explains that he isn't committing treason since the war is over. He tries to appeal to Bumblebee, whose concerns are once again dismissed by Magnus. Swindle interrupts the argument and drops his charade to announce his plans kill as many Autobots as he possible before departing in the ship with the other Decepticons. Magnus counters that the Autobots have him outnumbered, but Swindle gives the order for the Stunticons to merge into his newest creation: Menasor. Swindle tells Menasor to kill Magnus first...

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