The Autobots transformed and scattered, leaving Devastator to think on what to do next. Skydive and Breakaway flew in and fired on Devastator, who swung his giant hand at the Jets, missing them.
The three Autobot cars drove as fast as they could down the highway, being closely followed by two Helicopters and a Tank. Streetwise was carrying Rebecca and Danny. Grindor flew over the Autobot cars, and fired his side mounted machine guns. The bullets struck Streetwise, but did little affect. Blackout then flew in and followed suite, firing his machine guns. Blast off then joined in the fight, and fired six heat seeking missiles. The cars scattered across all the lanes of the highway, dodging most of the missiles. "We can t keep this up all day!" Longarm shouted "I know, but we won t be able to hold out long enough if we turn and fight" Streetwise replied "Why the hell do they want us?" Rebecca asked "I don t know" Streetwise said Grindor then transformed beside the Autobots, and smashed the side of Streetwise, sending him off the edge of the Highway. Blackout transformed and fired his energon wave cannon, hitting the two remaining cars, and sending them backwards. Blast off landed on top of a warehouse, and began firing missiles at the Autobots. Streetwise was forced to throw Rebecca and Danny out of the car and transform to face Grindor. Streetwise jumped in front of the children, and pulled out his handguns. Grindor jumped of the top of the highway and faced Streetwise.
"Run!" Streetwise shouted to the children "You can try, but there is nowhere on this planet that you can hide from us" Grindor proclaimed
Ironhide rolled backwards and fired both his cannons at Skywarp and Starscream. Skywarp fired his machine gun, causing Ironhide to doge to the left. Starscream then fired his missiles, hitting Ironhide in the chest "You think you can beat me Ironhide" Starscream taunted "Please, anyone can beat you" Ironhide laughed "Hang on Ironhide!" Breakaway shouted Breakaway landed in front of the Autobot, and fired his burst fire Minigun and launched all his missiles. Starscream took to the air and fired his Minigun. Breakaway quickly pulled out his sniper rifle and fired it at the Decepticon second in command, sending him flying backwards. Skywarp quickly flew off, but was immediate being chased by Skydive.
Ratchet, Skids, Mudflap, and Jolt drove around the complex, easily outracing Devastate. They were however, halted by a Red Caterpillar D9L bulldozer which was parked in front of them. The bulldozer transformed into Skipjack, a one legged transformer who had two cannons for arms, and his melee weapons were the treads of the bulldozer hanging from each arm. Skids and Mudflap screamed and charged in, but were thrown aside by the Decepticon. From behind the Autobots came long Haul, Mixmaster and Scrapper.
"We're surrounded, what do we do" Jolt said, pulling out his energy cannon Ratchet was back to back with jolt, and had also pulled out his laser cannon "Charge Skipjack" Ratchet whispered The two then suddenly ran towards the lone Constructicons, firing their laser weapons. The three other Constructicons ran towards the Autobots. Skipjack swung his arm at Jolt, the chain sending him back. Skipjack then spun around and stabbed into Ratchet with his leg. Jolt shot Skipjack, who swung again at the Autobot, but Ratchet was able to throw his rotary saws, and cut off Skipjacks arm. Long Haul then grabbed ratchet, and threw him into scrapper, who knocked him to the floor. Scrapper then swung his massive flail, but ratchet was able to roll and dodge it. Mixmaster transformed into his cannon mode and fired at Jolt. Jolt dived to the floor, and the laser shot hit Skipjack "You always get in the way!" Mixmaster shouted "That wouldn't happen if you could actually aim that stupid weapon" Skipjack shouted back "My weapons are better than yours" Mixmaster taunted Jolt fired his main weapon at the Injured Skipjack, blasting off his face while he was arguing with Mixmaster. This took Mixmaster by surprise, and he resumed his attack on Jolt.
"We can t hold here much longer!" Longarm shouted to Jazz Jazz was quickly thrown backwards by Blackout, who pulled out his blade weapon and his machine gun and proceeded to attack the two Autobots. Brawl then joined the fray, firing his eight missiles, Minigun and Gatler. Jazz was able to deflect most of the Shots, but was blindsided by Blackouts attacks. Longarm fired his laser cannon at the huge robot, but it seemed to do little damage. Jazz pulled out his sword and charged Brawl, who swung his blades. The two smashed together, and were locked in a grapple. Brawl however, had the upper hand and was able to push Jazz to the floor. Longarm was not doing much better against Blackout. The small Autobot was able to jump over the Wave effect of Blackouts cannon, but was unable to dodge the miniguns barrage. Blackout deployed his chest mounted laser cannon, and shot out a blue laser bolt. Longarm picked up an abandoned car to shield himself from the blast, and then threw the remains at Blackout. The Decepticon merely shoved the remains aside and pulled out what looked like the helicopters refuelling rod. Blackout grabbed hold of it and revealed a large, spear like weapon. Blackout threw it at Longarm, and went straight threw his arm joint. The Autobot could do nothing as the Decepticon approached. Blackout forced one foot on top of Longarm, crushing his chest. Longarm was unable to do anything as his spark was completely crushed.
"Longarm!" Jazz shouted Jazz transformed and sped towards the Helicopter, Brawl followed. Jazz transformed and leaped into the air and fired his laser cannon at Blackouts back. "You will pay for what you have done" Jazz said "You can t stand against us Autobot" Blackout replied.
Blackout grabbed his back rotors and used them as a melee weapon against Jazz, who was able to easily dodge the strikes. Jazz fired his laser gun at Blackouts chest, destroying the Cannon and causing him to scream in pain. Brawl re-joined the fight by once again firing everything he had, but missed every shot. Jazz threw his sword at Blackout, and hit him just above the head. Blackout laughed at the Autobots pitiful attempts to kill him. Jazz however, had a trick up his sleeve. Blackout swung at the Autobot, who dived through the legs of Blackout. Jazz then did a massive backflip over the Decepticon, and grabbed hold of his sword, pulling it down. Blackout didn't realize what happed until it was too late. Jazz cut straight down the Decepticons face, killing him instantly. Brawl, not caring for the loss of his comrade, grabbed Jazz and threw him over the edge of the Highway, and then jumped after him.
"Prime!" Megatron shouted to the Autobot leader Megatron landed in front of a huge warehouse, and faced Optimus who drove into the courtyard on the far side. Optimus transformed and faced the Decepticon leader.
"Prime, i give you this one last chance, leave this place and i will let you live" Megatron said, looking at his Fusion Cannon "This is not your world to control Megatron. We shall stay, we shall fight, and we shall win!" Optimus proclaimed to Megatron "Then you have chosen death!" Megatron shouted Optimus pulled out his laser cannons and charged at Megatron. The Decepticon leader charged his fusion cannon, and fired it at Optimus.