On the moon, NASA was watching footage from the Lunar Rover.

"The lunar Rover is picking up some serious seismic activity."

"Must be an asteroid impact; bring it around for a closer look."

They then zoomed in on the location where the seismic readings originally came from, and they were completely shocked to discover the remains of a spaceship.

"What is that thing?"

"Whatever it is, it's no asteroid."

Then they saw two objects flying towards the rover.

"Something's moving?"

Then something crushed the rover.

That something happened to be Lugnut and landing next to him was Blitzwing.

"Careful, you copper-clad cyclops!" Hothead Blitzwing barked. "You stepped in something!" Lugnut looked under his foot at the remains of the lunar rover. Blitzwing's head spun around to his random face, "But with a few dancing lessons, you'll be light on your stabilising servos like me. Chacha cha." Blitzwing shuffled from side to side.

"Silence Blitzwing! I did not follow this beacon halfway across the galaxy for dancing lessons!" Lugnut bellowed as he then pointed towards the remnants of the Nemesis. "This was Megatron's ship."

"Starscream never did have a knack for parking!" Blitzwing's head shifted to his icy face. "Curious, zis is also the same quadrant we last heard from Lockdown."

"Do not mention that worthless bounty hunter scrapheap," Lugnut growled. "He is a disgrace to the glorious name of Decepticon!"

Blitzwing's head spun around his hothead face. "You fool! He was helping us take revenge against those occur said Autobots for destroying Megatron!"

"No! Megatron lives! I can feel it in my central processor. I believe only two things: The Decepticons will rule Cybertron. And Megatron will rule the Decepticons!" Lugnut dropped onto his knees. "Our glorious leader AWAITS!"


On Earth, Ratchet was sleeping in his vehicle mode when suddenly something struck his window. A split second later, he transformed into robot mode and toppled over.

"Hey, watch the fender!" Ratchet yelled.

Sari was showing the Autobots a sport named hockey and skated over to Ratchet.

"Time out! Fan interference!" she said.

"First off, I'm no fan of this childish game and second, the only interference is with my stasis nap!" Ratchet corrected.

"Yeesh, what a grouch," Sari giggled. She picked up the black ball and threw it back into the parking lot, then skated after it with her hockey stick ready. "Game on!" Before she could hit it, Bumblebee stole it from her and made his way to the goal.

"He's breaking away! The crowd goes wild! He shoots!" Bumblebee narrated. He then smacked the ball to the goal. Bulkhead reached for it but missed. It was about to go in the net, but a trash-bot jumped in the way and caught it. Bumblebee stared in shock.

"Ooh, bad luck, I guess," said Sari shrugging her shoulders.

"Was it really?" Ratchet said, pointing an accusing finger at the AllSpark key sticking out of the trash-bot.

"Oops, how did that get there?" Sari said.

"Sari, how many times do I have to tell you?" Ratchet sighed. "That key is not a toy." Then key glowed hot. "I said knock it off!"

"I'm not doing that!" said Sari.

Then the key shot a beam of energy pointing at two meteors speeding towards Earth. They crash-landed near the downtown area. The shockwave could be felt throughout the entire city.

"This is not good," Ratchet frowned.


Camera bots were now flying towards the source of the impact craters at a construction site.

"The objects of unknown origin struck without warning," the anchorman said. The camera-bot went a little closer to see what was hiding behind the cloud of dust. "Police are warning the public not to panic."

Then shooting out of the crater was Blitzwing's hand, and it grabbed the camera-bot smashing it in his grasp. Then he, along with Lugnut, arose from the crater.

"Gah! These can't be those miserable Autobots! They're far too small!" he shouted angrily as the construction workers ran. His head then suddenly shifted to his random personality as he looked at a crane with a wrecking ball arm. "Look at that one! It's being… it's bold… it's sassy…"

"YOU!" Lugnut roared, approaching the crane in the construction worker jumped out of the cab. "What have you done with our beloved leader Megatron?!" Unsurprisingly the crane did not talk. "TALK!"

He then shoved the crane, causing the wrecking ball arm to swing towards them. Lugnut saw the wrecking ball coming and ducked, but Blitzwing headed back towards it. So he didn't realise it was coming until it struck him from behind, knocking him to the ground.


Megatron was observing the two of them on the news channel.

"It's about time they came for me," Megatron remarked. "But can they be trusted? After all, I've already been betrayed by one of my own."


The Autobots were also watching them on the news at their base.

"Did you hear?" said Prowl looking at them. "Those Decepticon are looking for us."

"It was only a matter of time before they arrived," said Blackarachnia.

"Let's go kick their motherboards!" Sari exclaimed. She was about to run, but Ratchet stopped her.

"You stay here," Ratchet said.

"But I wanna—" she exclaimed.

"We barely held our own against one Decepticon. And we're not about to risk your life against two," said Ratchet.

"Ratchet's right," Optimus agreed. "It's too dangerous. We need to lure them away from innocence."

"But aren't we innocent?" Bumblebee injected.

"We are also the reason why they're here, and they will turn this city inside out until they find us," Blackarachnia reminded him

"Autobots! Transform and roll out!" Optimus ordered, and they transformed into vehicle mode.

Sari ran after them as they drove off.

"Sari, go home. Stay there," Ratchet said as he drove past.

"You sound just like my dad!" Sari said, sticking out her tongue.


The two Decepticons were completely tearing up the construction site. Blitzwing had just tossed a cement mix into a fire hydrant, causing the water to shoot out like a geyser. Lugnut grabbed hold of a gas truck and lifted it over his shoulders.

"Autobots, show yourselves cowards and face your doom!" Lugnut yelled.

"We heard you were looking for us," Optimus challenged.

"But how's about we skip the doom part?" Bumblebee pleaded.

They looked up and saw the Autobots had arrived, looking down at them from the half-constructed building. They then transformed into the robot modes and prepared for battle.

Lugnut threw the gas truck at them, but Optimus jumped into the air, pulled out his ion axe, and sliced through the truck in a flip. The heat from the ion blade caused the gas to ignite and explode behind him, and he landed directly behind Lugnut.

Lugnut was about to attack, but Blackarachnia, Prowl and Bumblebee struck first. Prowl quickly tossed his shuriken but stepped forward Blitzwing fired his heat cannon and incinerated the shuriken. The three of them landed and jumped out of the way just as another blast incinerated some wood.

"Way to whiff! Torchy!" said Bumblebee ducked behind a pillar.

"ZE NAME IS BLITZWING! AND I'M JUST GETTING WARMED UP!" Blitzwing said, shooting laser bullets that ripped apart Bumblebee's and then Blackarachnia and Prowl's hiding spot.

Lugnut howled and got on all fours, then slots opened up on his back and shoulders, and small rockets burst out of them. Before they could impact, Ratchet held them in a magnetic field.

"I can't hold them off!" Ratchet proclaimed.

"Then I'll just have to shove him off!" Bulkhead said, charged right at Lugnut.

"Fool! No one moves, Lugnut!" Lugnut proclaimed, easily overpowering him, and tossed him aside.

"HOLD STILL, AUTOBOT SCUM!" Blitzwing shouted as he fired at Bumblebee, but he was dodging left and right.

"Why don't you just chill out!" Bumblebee suggested. Blitzwing's face changed to his icy calm expression.

"As you wish," Blitzwing fired a blue beam at the ground. The beam froze a layer of ice on the ground. Bumblebee slipped and slid right to Lugnut's feet.

"Hang on, Bumblebee!" Optimus yelled.

"Now, where is our glorious leader? Where is Megatron?" " Lugnut demanded.

Lugnut slammed his foot down over Bumblebee, but Optimus pulled him back, his grapple pulling him back before he got crushed.

"Big scary, dude?" said Bumblebee. "Did he turn into a fireball somewhere over Cleveland?"

"I-It's a lie! MEGATRON LIVES!" Lugnut roared.

Then his two fingers on his right servo bent and folded backwards. A small red pad grew out of his palm. Lugnut slammed his fist into the ground. On impact, a huge explosion travelled outward and engulfed the construction Autobots groaned in pain. Lugnut burst out of the crater he'd created. Blitzwing followed and rubbed his head.

"IF I'VE TOLD YOU ONCE, I HAVE TOLD YOU A THOUSAND ME SOME WARNING BEFORE YOU USE ZE PUNCH!" Blitzwing mumbled.

"Blitzwing is a bit unstable," Megatron commented, "but Lugnut seems to remain truly loyal. Transmit on Lugnut's frequency only."

"Lugnut, You're loyalty has been rewarded," a voice on Lugnut's comlink said. Immediately recognised the voice belonging to Megatron. "I am here."

"Master…Where are you?" Lugnut asked.

"Rest assured. I am close at hand."

"WHO ARE YOU TALKING TO?" Blitzwing frowned.

"Megatron calls! We must find him!" Lugnut said.

"BUT ZE AUTOBOTS—!" Blitzwing exclaimed.

"Are unimportant Megatron AWAITS!" Lugnut said, wrapped his arms around Blitzwing and flew off.

"That was… Different." Ratchet mumbled.


Lugnut was still flying over the city carrying Blitzwing, who wasn't too happy.

"LET GO OF ME! YOU DERANGED DECEPTICON!" Blitzwing struggled.

"No! the master calls!" Lugnut refused, grasping him even more tightly.

"Oh! And zey say I'm the crazy one?!" said Blitzwing as his face shifted to his random personality.

He then head-butted Lugnut, and he retaliated, releasing Blitzwing, who began falling and screaming all the way down. He crash-landed in a military base and creating a crater in the shape of his body. He began to climb out and looked at Lugnut, who was standing over him, and his face changed to his hotheaded personality.

"WHAT IN SPARK HAS GOTTEN INTO YOU?!" Blitzwing barked.

"I heard him," Lugnut explained. "I heard our master's voice."

"MABE, I SHOULD CLEAN OUT YOUR AUDIO RECEPTORS WITH MY FISTS! I DIDN'T HEAR ANYTHING!" Just then, sirens blared in the distance. Blitzwing looked at the approaching cop cars at his face turned into his calm, icy cold personality. "Except zat. The Autobots must have called in reinforcements. Perhaps we should lay low until we are able to determine zeir strength and numbers."

"I will not hide! I will stand proud and shout Megatron's name to the heavens!" Lugnut roared.

"Oh, for spark sake. Lugnut, you iron brained idiot! We don't need to attract any unnecessary attention!" Megatron reminded.

"Oh, yes, yes, master. I understand. We will find a disguise."

Lugnut began looking around the base until he came across a bomber plane and scanned it.

Blitzwing turns attention to the fighter jet. "I will choose this fighter jet." His face then turned to do with his hotheaded personality. "NO, THE ASSAULT TANK!" His personalities then continued shifting as he tried to decide which vehicle to scan. "Jet… TANK… the jet… THE TANK… jet…TANK…" His face then turned into his random personality. "Haha! Why not scan both?"

Fanzone and the police then arrived, just after the two of them transformed into their vehicle modes.

"Hey, someone want to tell me how something that big can just disappear?" he yelled loudly into his blow horn.


At the plant, the Autobots were now recovering from their battle.

"Oh, my aching chassis," Bulkhead groaned.

"You're lucky you're still online after facing those Decepticons," said Ratchet after finishing fixing Bulkhead's body.

"Speaking of which, I think one of them got a screw loose," Bumblebee injected.

"Just one?" Prowl replied.

"Crazy or not, we still can't risk them getting their servos on the AllSpark," Ratchet reminded.

"And we can't endanger any more innocence lives," Optimus agreed. "We'll have to repair on our ship and move the AllSpark off this planet."

"I agree," said Blackarachnia. "We've been lucky so far, but now we're not just dealing with one but two of Megatron's top lieutenants. Starscream nearly destroyed the entire city; we can't let that happen again.

"But we can't just pick up and go," said Bulkhead. "How'll we break the news to Sari?"

"She's a big girl. She'll understand," said Bumblebee.


"NNNOOOOOOOOOOOOOOOOOO!" Sari wailed after they told her what they were planning to do.

"I think she's taking it well," Bumblebee whispered to Prowl.

"Sari, please try to understand. We don't have a choice," Optimus implored.

"It's only a matter of time before even more Decepticons follow us here," Prowl reminded.

"So?" Sari pouted.

"So, we have to leave before they reduce this city to nothing more than rubble," said Blackarachnia.

"But—"

"Grow up, kid! The only way to protect your planet and the AllSpark is to go," Ratchet barked.

"We're running out of time, Sari," said Optimus. "Ratchet and Blackarachnia can't fix the ship in time without the help of you and your key."

"You want me to spend the next few megacycles alone on a ship at the bottom of Lake Erie with this protoform?" said Ratchet looking down at Sari.

"Well! I'm not helping you leave," said Sari bluntly. "And I'm definitely not helping some grumpy old bot!"

"Like it or not, you guys are partners… allies… friends! That's an order," said Optimus.

Ratchet and Sari growled at each other.

"Oh, this is going to be fun," Blackarachnia muttered.

"Just try to make sure they get along," said Optimus.

"You're asking for a miracle there."


Lugnut and Blitzwing were now looking down the sitting on top of the blinked.

"Vat a strange little planet," Blitzwing stared down at the cars and people in the streets from a blimp. "Just look at zem. All scurrying back and forth like so many nanobots."

"Will you shut it down for two megacycles?!" Lugnut begged. "I can't hear myself think!"

"You mean you can't hear zose voices in your head," Blitzwing mumbled.

"Lugnut."

"What was that?"

"I said, 'you mean you can't hear zose voices in your head.'"

"No, not you!" Lugnut got on his knees. "How may I serve you, master?"

"This key has been charged with the power of the AllSpark," Megatron instructed, showing him an image of Sari's key. "I am uploading a sample of its unique energy signature. Follow that, and it will lead you to the AllSpark itself. Bring the AllSpark to me, and with its limitless power, I will make my triumphant return."

"Yes, yes…. I will not fail, master! Your destiny will be FULFILLED!" Lugnut roared and transformed into vehicle mode and flew away from the blimp.

Blitzwing transformed into his jet mode and began to follow him.

"Ugh, here ve go again." Blitzwing hummed.


The Autobots had finally reached the docks, though Sari had been lagging behind.

"Moving along, kid, we haven't got all night." Ratchet told Sari.

"I forgot my swimsuit," said Sari matter-of-factly.

Ratchet then transformed into his vehicle mode and opened his door for her. "Climb in!"

"Ugh, do all bots smell funny," she said with a disgusted face.

"Can we try this without the attitude?" Ratchet asked.

"No!" Sari said.

"This is going to be a long night," Blackarachnia muttered to herself, activating her battle mask.

Then Sari's key suddenly glowed hot and pointed a beam of light at several approaching missiles.

"Incoming!" Sari yelled.

The missiles bombarded the ground around them. It didn't take them long to figure out that Lugnut and Blitzwing were dropping the sores and bombs at them.

"Go, we'll try to hold them off!" Optimus ordered Ratchet, Blackarachnia and Sari.

Sari jumped in Ratchet, who then drove off, and Blackarachnia ran alongside them. Unfortunately, before they could get to the lake, one of Blitzwing's missiles hit the lake, freezing it over. Lugnut fired several rounds at the Autobots, driving them out onto the ice.

"Shouldn't we be running in the other direction?" Bumblebee suggested.

"Prepare to perish Autobot filth!" Lugnut roared fired two missiles at Ratchet. Ratchet skidded to a halt. The missiles hit right in front of him and shattered the ice.

"Hang on, kid!" Ratchet yelled, droving from the ice and into the water.

"No!" Lugnut roared.

Blackarachnia then dived in after them while the remaining Autobots stood on the edge. The part of the ledge they stood on broke off, and they all fell into the water.

"YOU BUNGLING GLITCH HEAD! YOU HELPED ZEM ESCAPE!" Blitzwing roared as he transformed into his tank mode.

A split second later, he suddenly found himself falling down towards the water.

The Autobots were now on the lake floor.

"Think we lost them?" Prowl asked.

Just then, Blitzwing and Lugnut dropped down in front of them.

"Actually, I think we're in over our heads. Way over our heads," said Bumblebee.

Lugnut fired several rockets out of his back. The Autobots ducked behind the wreckage of a sunken ship as the rockets pummeled the area. Optimus got an idea. He ran out from behind his cover and transformed into his vehicle form.

"Where are you going?" Bumblebee exclaimed.

"To even the odds!" said Optimus.

Blitzwing fired at him, but he then quickly changed gear and put on the brakes. Then he spun around in a circle, causing huge amounts of dirt into the water, creating a smokescreen.

"COWARDS! COME OUT AND FACE YOUR INEVITABLE FATE!" Blitzwing barked.

"Come on in and make us bucked head!" Bumblebee challenged.

"I WILL CRUSH YOU CIRCUIT BY CIRCUIT!" Blitzwing charged in.

"Blitzwing! wait!" Lugnut called and went in after him.

"YOU CAN'T HIDE FOREVER!" Blitzwing barked.

"Who's hiding?" Prowl appeared behind Blitzwing and threw some shuriken right at his leg, causing him to cry out in pain.

"COWARD! COME BACK AND FIGHT LIKE A BOT!" Blitzwing roared, ripping the shuriken out of his leg.

Prowl merely smiled and disappeared into the dust. Blitzwing was about to go after him, but Bumblebee jumped on his back and stung him in the back with his stingers. Blitzwing howled in pain and chased after him.

Meanwhile, Lugnut searched through the cloud of dust for an opponent. Just then, he picked up someone with his sensors.

"My targeting sensors have not failed me." Lugnut punched the shadow right in the face. Lugnut focused on who he'd just hit. "Blitzwing?"

"Exactly whose side are you on?" Blitzwing asked.


Ratchet, Blackarachnia and Sari have managed to reach the Orion and were now attempting to repair it, but Sari just stood there with her arms folded.

"Didn't think we forgot about did you, old friend?" said Ratchet rubbing the ship's control panel.

"Who are you talking to?" Sari asked.

"The ship, of course," said Ratchet.

"Riiight, so you got a crazy virus from that demented Decepticon?" Sari asked.

"You're about as much help as a cracked motherboard," said Ratchet.

"You don't want my help, fine well I don't want to help my friends leave or you either!" Sari said, stomping off.

"You have a way with kids, don't you, Ratchet," said Blackarachnia as she began putting some wires together.

"So what I just what to get off this rock," said Ratchet.

"Well, then you better convince her to help us, or we are going to stay on this rock for a long time," Blackarachnia advised. "Also, perhaps you should tell her the real reason why you want to get off this planet."


Sari wandered around the ship until she entered the storage bay; she started to slump with a sad frown. Once she entered the storage bay, she banged on the wall.

"It's not fair!" she said, and then a small panel opened up, revealing circuitry. "Of course! If I should accidentally pull some wires so the ship won't fly, everyone would have to stay." She giggled happily as she yanked several wires out. She started to walk away when her key glowed and pulled her to the circuit board. "What the?! No! Hey! Stupid key!" she struggled as hard as she could, but the key was stronger. It inserted itself into the panel. The wires snaked back into their positions. The panel closed, and Sari was thrown away in front of the AllSpark.

"What's the big idea?!" Sari exclaimed. The AllSpark's then opened up and portrayed a vision. There was her key and a giant robotic head. They two swirled together, and in a flash of light, a robot dropped down in front of her.

"No," she gasped, "Who are you?" The silhouette reached for her. "Stay away from me!" Sari ran to a door and opened it. Too late, she realised that it was an airlock. Water rushed in and carried her away in the current.

"Help!" Sari yelled.

Then suddenly, Ratchet grabbed her. "Sari! Hang on!"

Blackarachnia then quickly reached for the control panel and shut the door. As the water level began to drop, Sari began to cry in Ratchet's hand.

"I'm sorry! I'm so sorry!" she said. "I tried to stop you from leaving, but the key wouldn't let me! It knew."

"I understand. I've become surprisingly attached to this planet and its people. Especially you," Ratchet assured.

"You have?" Sari asked.

Blackarachnia then bent down to her. "Sari, we don't want to leave either. I mean, back home, I'm considered a freak, but here the people except me. However, the Decepticons won't stop until they find the AllSpark putting all you humans at risk, especially those close to us."

"She's right," said Ratchet. "If anything were to ever happen to you at the hands of the Decepticons." Ratchet then closed his eyes. "That's why we have to leave! I'd never forgive myself."

"How can I help?" Sari eagerly asked.


Ratchet then let them to a door and wanted opened dust began to exit from it as if no one had entered in there for a long time.

"What is this room?" Sari asked.

"I don't know," said Blackarachnia as they entered. "I've never seen it.

"This ship was once a military vessel," Ratchet explained, taking some crates off a chair. "But its weapons were disabled when it was put into maintenance use. But if we can reactivate them, we just might stand a chance against the Decepticons."

"Lugnut! Don't get distracted!" Megatron instructed. "I want the AllSpark!"

"Yes, I will not fail you, master," said Lugnut and then transformed into vehicle mode. He then activated his jets which started to blow away the dust cloud and reveal the Autobots.

"Oh! Peek-a-boo!" said Blitzwing changing to his random personality. "I see you!" Blitzwing cackled wildly as he blasted his cannon at the Autobots, blowing them away.


Meanwhile, in the ship, Sari had just pushed her key into the control panel. The screens and panels immediately activated and flashed lights.

"Yes!" they exclaimed at once.

" Blackarachnia! Ratchet! We can't hold them much longer!" Optimus told them on the comlink.

"Draw them closer to the ship!" Ratchet instructed.

Bumblebee gasped in horror as one of Blitzwing's charges struck right in front of him. The huge explosion blew him backwards, and Optimus caught him.

"Ratchet, have you cracked a processor? We're supposed to be keeping them away from the AllSpark!" Optimus reminded.

"Optimus, don't worry, we have a plan," said Blackarachnia.

"I hope it's a good one. Autobots Fall back!" Optimus shouted, and the Autobots started to swim back to the ship.

"RUN, YOU SNIVELLING COWARDS!" Blitzwing taunted as his head turned back to his hotheaded personality and chased after the Autobots, with Lugnut following. "I'LL HACK YOUR SYSTEMS. I WILL FRY YOUR HARD DRIVE; I WILL CRASH YOUR PROCESSORS!" He fired at the Autobots, who took cover behind a ship.

"There it is! I can sense it. The prize is almost within our grasp!" Lugnut said, pointing at the ship.

"Now!" Ratchet yelled, pulling a lever.

The ship's exterior morphed and shifted. A large gun emerged from the ship and pointed right at Lugnut and Blitzwing.

"Slag!" Lugnut muttered before the gun blasted them right through the water, through the ice and through the air.

The two of them were completely torn to pieces and were now floating in the lake helpless.

"Lugnut!" Megatron yelled the moment he lost transmission. "What's happening down there? Report, blast you! Report!"


The next day the Autobots will back of the plan to was getting fixed up after the battle, especially Bumblebee, who had taken a very hard hit.

"Ow! Careful with that!" Bumblebee mumbled.

"Don't be such a big baby am just fixing you up," Sari frowned, and she inserted her key into his slot.

"Say while you are at it could you customise me add some of those rims that spin?" he asked.

"This key isn't a toy Bumblebee. We're gonna need its power to repair the rest of your ship!" She said.

"Yeesh. You sound just like Ratchet," Bumblebee mumbled.

"At girl," Ratchet laughed.

"Hey, don't be in such a hurry to get rid of us," Bulkhead said.

"Even with the key, it'll take a while to repair the ship. So we might have to be here for a long time," Ratchet smiled. Sari wanted to smile, but there was something else still on her mind.

Blackarachnia then approached Optimus. "Optimus, Sari said that the AllSpark showed her vision."

"What kind of vision?" Optimus asked.

"According to her, she saw this robotic head being charged by the key and then appearing in front of her was a big giant scary robot. I think it was trying to warn her or something."

"That doesn't sound good," Optimus asked.

"What I find most curious is that the AllSpark communes with her. The AllSpark said to be our life force, but yet it seems to speak to her rather than us, and it brought as he to Earth, an organic planet."

"That is a good point, but right now, our main priority is protecting it no matter the cost."


Both Lugnut and Blitzwing were floating in the water with most of their body parts scattered.

"Ungh! Someone help! Gimme a hand! Or a foot! Oh! How about a pelvis?" Blitzwing begging the sky with his random personality.

"Oh master, I have failed you!" Lugnut moaned. "Show me a sign that you forgive me!" As if answering their prayers, a harrier jet dropped down from the sky and transformed.

"I'll help you downgrades. But only if you pledge undying allegiance to me," said Starscream.