Sentinel found himself completely surrounded by Decepticons. The two shock troopers that had been escorting Megatron quickly raised their rifles, but Thundercracker and Ramjet fired their null rays, taking them out before they had a chance to fire.
Sentinel then realised that he had been tricked once again and turned to face Megatron. "You wanted me to put you on trial! It was just another distraction!"
"While I engineered my escape," Megatron concluded. "Unlike Optimus Prime, you were far more predictable. While humiliating, pretending to be at your mercy was enough to move you in the correct position. You were an outstanding pawn."
"Your magnificence speaks for itself, Lord Megatron," said Lugnut. "You are truly the ground and exalted lead old Decepticons. All hail Megatron!" He then immediately fell to his knees and bowed before him. Then he noticed that the other Decepticons hadn't followed his example. "On your knees, infidels!"
He then knocked Shockwave to his knees and started a brawl between the Decepticons. Megatron responded to this by blasting them all back with his fusion cannon, looking immensely frustrated.
"I must admit, my time in prison has severely eroded my patients with my minions," Megatron muttered.
"How did you manage to escape?" Sentinel asked.
"Since I had a lot of spare time, I decided to educate myself and learn how to speak Minicon," said Megatron and then admitted a dial-up connection like electronic noise, to which the Minicons seem to respond. The Minicons then began to seize both Sentinel and Rattletrap. "I find them much more efficient than my usual unreliable help."
Sentinel struggled to free himself from the Minicons but then immediately dived at the control console and hit it. Immediately warning lights and sirens erupted all around them.
"You may have escaped your cells, but you'll never escape this prison; I just triggered the automated lockdown," said Sentinel. "The whole complex… the whole city Kaon, in fact, is sealed with a defence shield. Nothing can leave!"
"But I have no intention of leaving," Megatron smiled. "Kaon was the Decepticon capital, my home town if you will. It is the cornerstone of the Decepticon home planet."
"You and the Decepticon will never control Cybertron!" Sentinel swore.
"Sadly, after seeing what your leadership has done to this planet, it is no longer worthy of the Decepticons," Megatron replied.
"If that's your attitude, why don't you just leave?" Sentinel spat.
"My sentiments exactly," Megatron replied with an evil grin.
Then suddenly, he felt the entire place shake violently.
All around Cybertron, every single Autobot was experiencing the same violent shakes which were erupting across the entire planet. Autobots began scrambling for cover as buildings began to fall all around them.
Trypticon Prison then produced a series of massive thrusters, which are used to launch itself into the air tearing the planet along with the city of Kaon, or at least a good-sized trumpet. This left a massive crater within the planet's southern polar region, which was causing the planet instability.
Many Autobots were left trapped within the rubble around Kaon, being at the mercy of the violent lava spewing out of the crater. Additionally, the highly exposed sonic canyons threatened to tear the entire planet apart.
Naturally, the authorities were having a tough time trying to maintain order, especially with Sentinel missing. In Fortress Maximus, the Autobots stationed there scrambled as they received distress calls, but there were just so many of them they couldn't keep up.
For this reason, Alpha Trion ordered an emergency council meeting and invited Optimus into the proceedings.
"This is the greatest disaster that has fallen upon the Autobots," said Alpha Trion. "And with Sentinel Prime missing, we have no one in command, and it is this reason why we have invited you here, Optimus Prime. Cybertron needs a leader to guide it in its darkest hour."
Optimus was rather reluctant to take charge, but things were getting worse by the nano click. "Okay, this is what we do. Dia Atlas, get the Cyber Ninja Corp to bring the AllSpark to the disaster site and create a shield around it."
"Is that even possible?" Dia Atlas asked.
"My team was able to do it once on Earth; jazz will know what to do," said Optimus. "Once the crate is sealed, Preceptor, his signs team can work on stabilising the sonic canyons. Alpha Trion, do you think you can get on the information network and reassure the public?"
"I can do that, but what about Trypticon Prison?" Alpha Trion asked. "Sentinel prime is still inside, and we don't have the staters of the Decepticon prisoners."
"We need to follow them and have the Elite Guard unit in pursuit, but keep the regular troops and planetary defence," said Optimus. "We can probably assume that Megatron and the rest of the prisoners have escaped, but for confirmation, we need to establish communication with Trypticon Prison and find out what's really going on in there. Meanwhile, my team and I will lead the search and rescue teams. Now transform and roll out!"
Upon receiving instructions from Optimus, Rodimus and the jet twins were making their way to the Steelhaven.
"Wait, who's in charge of the Elite Guard?" Rodimus asked.
The twins looked at one another and looked at Rodimus. "Aren't you?"
Optimus and his team approached Omega Supreme, who stood there in robot mode.
"Ready to save some lives, Omega?" Ratchet asked the giant.
"Saving lives… not destroying them," Omega pondered as he transformed into his vehicle mode. "That is how I want to fit in here."
"We don't have any time to waste, everyone on board!" Optimus yelled.
Elita, Ratchet, Sari, Bulkhead and Moonracer quickly climbed aboard, but Bumblebee hesitated as he wasn't sure whether he was welcomed back and looked towards the Elite Guard ships.
"Did you hear me, Bumblebee?" Optimus asked. "I said everyone on board!"
Bumblebee smiled and ripped off his Elite Guard stripes, and quickly boarded Omega.
At the disaster site, Jazz and the Cyber Ninja Corp had everything prepared to create the force field. Following Jazz's instructions, they all meditated and began humming as they performed processor-over-matter.
The AllSpark responded to their chant, and a force field appeared over the damaged areas of the disaster site. As Jazz charged, he then suddenly saw Prowl's ghostly figure smiling at him from within the force field.
Optimus was currently flying over the disaster site, firing his foam cannons down on the burning buildings. While he flew over, he noticed that Ironhide just stood there awaiting orders.
"Ironhide, I think your talents would be better suited for the search and rescue effort!" Optimus yelled.
"Sir, yes, sir!" Ironhide saluted, then transformed to vehicle mode and rolled towards a collapsed structure.
Moonracer used her camera to go through small cracks to find any survivors, and Elita helped support the probable buildings by using her wedding to stick them in place. Allowing the rescue team to safely pull out injured Autobots.
Bumblebee and Arcee were already there using their swords, and singers surgically cut away the wreckage. Ratchet then magnetically lifted wounded Autobots onto Bulkhead and Ironhide, who then transported them to Omega Supreme.
"Hey, Bumblebee… Bulkhead… I've been meaning to apologise to you two for everything," said Ironhide awkwardly as they worked. "Especially to you, Bumblebee."
Bumblebee looked at him and sighed. "And I'm sorry that I got into so much trouble. I'm even sorry that I got Wasp sent to the stockade; I was so sure that he was a Decepticon spy."
"Hey, you would have suspected him if it wasn't for his bad attitude," said Bulkhead. "I mean, you did try to apologise to him back and Earth."
"I read the report, can't believe what he did just to gain power," said Ironhide. "Perhaps it was for the best that he never joined the Elite Guard. Looking at how he treated his squad mates, I would hate to think how he would treat those beneath them."
"And last I checked, aren't you here under Sentinel's orders?" Bulkhead asked.
"I am in the soldier needs to follow orders," said Ironhide.
"Maybe should try making your own decisions rather than following everyone around you," Bumblebee suggested. "Even when sometimes those choices aren't the right ones. I mean, when Sentinel offered me a place in the Elite Guard, I just jumped at the chance and forgot that sticking by your friends is what's most important."
Meanwhile, the city of Kaon was roaring through space, being propelled by Trypticon's massive thrusters, which were being operated by the Minicons. Sentinel and Rattletrap found themselves thrown into a cell block being guarded by the former prisoners.
"My liege, may I ask where we're headed?" Shockwave asked.
"Somewhere outside of Autobot jurisdiction, where I can formulate a plan," Megatron replied.
"Ha, this lumbering ship will run out of Energon before it makes it to the galactic rim," Sentinel not from behind his cell.
"The did you say Energon?" said Rattletrap. "I can get you Energon, freemium techno-organic stuff too. Not that low-grade Cybertronian crud."
Rattletrap then immediately produced the Energon sample from Earth.
Megatron's optics fell upon the sample with curiosity. "Where did this come from?"
Rattletrap shrugged. "Like I keep saying, I'm a bot that can get you anything. Set me free, and I'll tell you where you can get your servos on more."
Megatron just merely sent a Minicon, which swiped the sample from Rattletrap. "Unfortunately for you, I already have a good idea with this sample came from, and funny enough, we're headed in that direction as we speak."
However, then the Elita Guard fleet descended upon them, completely surrounding them. They then turned to the monitor where Rodimus appeared on the vid screen.
"This is Rodimus Prime, acting commander of the Elite Guard!" Rodimus announced. "We have you completely surrounded, Megatron. Release Sentinel Prime, or we open fire."
"A bit young for Elite Guard Commander, aren't we?" said Megatron as he sat down on the Minicons and began repairing the damage he sustained with his battle with Optimus. "I suppose they'll be sending protoforms after me next."
Suddenly the entire fleet fired upon them, shaking the entire city, but quickly stopped.
"Those were warning shots; the next shot will be more powerful," said Rodimus. "Care to take me seriously now?"
"I VILL CRUSH ZOSE VAPORISE AUTOBOTS INTO MOLTEN SLAG!" Blitzwing roared, and then his head shifted to his ice-cold personality. "However, our Energon supplies are dangerously low." This face then shifted to his random personality. "Ooh, I want to juggle those Minicons!"
Megatron turned to Lugnut. "Lugnut, my loyal servant, is there anything you would not do for me?"
"Nothing, my liege!" Lugnut applies, kneeling before him.
"Good," said Megatron as he raised his sword and brought it down and Lugnut's arm severing of his explosive fist. "Because I need a servo right now."
"Megatron, this is your last warning! Release Sentinel Prime at once!" Rodimus demanded.
"All in good time, but first aid an insurance that the Elite Guard will not fire upon me once I release the hostage," said Megatron.
"All ships retract your weapons," Rodimus ordered. Immediately every single Elite Guard ship began retracting its weapons. "I've made good on my word Megatron. Now it's time for you to make good on yours."
Megatron smiled. "Oh, I'll do better than my word."
Then suddenly, a canned began transforming outside of Trypticon and fires out Sentinel. As he hit straight towards them like a bullet towards the Elite Guard flagship, they could see that strapped to his head was Lugnut's severed explosive fist. The fist was currently blinking in arm mode, and the moment it struck the Steelhaven, there was a huge explosion.
The shockwave from the explosion sent most of the ships reeling and severely damaged the Steelhaven.
In Trypticon Command Centre, Megatron opened a hatch in the floor, revealing the giant Energon fusion reactor that powers the entire complex.
"Now let's just see how powerful this techno-organic Energon is," said Megatron and then dropped the raw Energon crystal into the reactor.
The entire ship then suddenly took off at an incredible speed.
Back on the Steelhaven, Jetfire and Jetstorm were rushing a very charred and damaged Sentinel to the med bay. The rest of the crew was busy trying to repair the damage, and Rodimus had managed to reach Optimus.
"He took us completely by surprise," said Rodimus. "With the amount of Energon that ship of his was drinking, I assumed that he had no weapons. I never thought he would turn Sentinel Prime into a bomb."
"Don't blame yourself, but did Megatron give any indication of where he was headed?" Optimus asked.
"Before we lost transmission, he mentioned something about techno-organic Energon and then disappeared."
Bulkhead looked up. "I think I know where he's headed… he's going back to Earth."
"But how did he know?" Elita frowned. "I thought the only sample was locked up."
"No way to know; we don't even know how he managed to escape in the first place," Moonracer pointed out. "What is important is that we stop him."
"Give us the coordinates so that the Elite Guard can pursue," said Rodimus.
"No, it's a too far distance," said Optimus, and then he turned to Omega Supreme, who had just returned from a wounded transport run. "Fortunately, I happen to know a shortcut."
Moments later, Optimus led his team into Omega Supreme, and Sari was the first to board as she was quite worried about her father.
"I'm sorry, but I have to go," said Ratchet looking at Arcee.
"I know," Arcee nodded.
"But when I come back, I promise we'll get that quiet night together one of the solar cycles," Ratchet promised.
Jazz then climbed aboard. "If you think I'm going to miss the action, you're mistaken. Any chance to dig the scene and Earth is okay by me."
"Glad to have you aboard," Elita smiled.
"Let's go, big guy," said Bumblebee looking at Bulkhead.
"Sorry, little buddy, not this time," said Bulkhead. "There's too much work to be done here, and somebot has got a watch out for the Energon farm."
Both Bumblebee and Sari stared at him, not able to believe what they were hearing.
"But if you guys need me, only a Space Bridge away," Bulkhead assured them.
"I hate long goodbyes," Bumblebee sighed.
"That's good because time is wasting," said Optimus.
"Don't even think about leaving me behind," said Moonracer. "I want to capture all of this for posterity and do not believe my friends high and dry."
"I'm coming with you, Optimus Prime, sir!" Ironhide announced. "My orders are to protect you, and until I'm told otherwise, I will follow those orders."
"I told you I don't need—" Optimus stopped himself and sighed, realising it was pointless. "—oh, never mind. Just come on."
Once they were all aboard, Omega took off, and Bulkhead and Arcee watched as they left. Once they were in space, Omega activated his transwarp drive and vanished.
Kaon had just reached Earth, but a moment later, Omega transwarped in front of it and immediately transformed to robot mode. He then immediately unleashed his full arsenal upon the city.
"I still prefer saving lives," Omega lamented.
"There's about 7 billion of them down on that planet you're saving right now," Ratchet reassured him.
Kaon then produced several cannons that were immediately fired upon.
"How are we supposed to battle an entire Decepticon city?" Bumblebee asked.
"We can't," Optimus replied. "But we can deplete its power supply. While Omega Supreme distracts the Decepticons, we'll sneak into the city and destroy its power supply."
"And I have something that might even the odds," said Ratchet and then revealed the Powermaster suit.
"Uh, did that thing go haywire and try to slag everyone in sight?" Bumblebee asked.
"Thanks to the kid, we were able to fix it," said Ratchet gesturing to Sari.
"It was easy," Sari shrugged.
"And Sentinel is not exactly in any condition to use it right now."
Optimus activated the Powermaster Susan. It immediately attached to his body, bringing him up to Decepticon size.
"Oh, and we added a few new features," Ratchet added.
"I get the feeling we're going to need them," said Optimus. "Now let's roll… uh, fly."
Moments later, Optimus flew outside in space next to Omega carrying Ironhide and Jazz. Following close behind him was Elita, who was carrying Moonracer, using her jump jets, Sari using her jet pack and Bumblebee using his turbo boosters to allow him to manoeuvre in space.
Ratchet remained behind on Omega to give him some added assistance. "Okay, Omega, let's put on a show for those cons."
Omega seemed to fire on the city, distracting its occupants. This allowed the Autobots to fly over towards the city undetected.
"Okay, city, talk to me," said Sari as she placed her hand on the city. It immediately began to glow as she began to the city itself. "Okay, you guys need to calibrate your internal scanners to the sub-level frequency. It will lead you to two main search generators on the opposite end of the complex. Take them both out in this city will consume fuel faster than the 1970s station wagon."
The Autobots looked at one another, not understanding the reference. Before they could question Sari, she opened an access panel. Knowing they had no time to waste, they immediately boarded the city.
"Going have to split into two teams, Elita take Sari, Ironhide and Jazz to take down one search generator," Optimus instructed. "Me, Bumblebee and Moonracer will take down the other."
At the command centre, Megatron was unaware of the boarding party and ordered the Minicons to concentrate their fire on Omega.
"Concentrate your firepower and Omega Supreme's head," Megatron ordered.
The Minicons followed his orders and concentrated their fire on Omega's head, dealing massive damage.
"Ratchet, I don't know how much more that I can take," said Omega. "I feel like I'm going offline again."
"Not on my watch!" Ratchet yelled as he accessed the controls. "I'm going to have to switch off your higher functions to prevent permanent processor damage."
"But what about the mission?" Omega asked.
"I'm good at the switch to manual and fly you myself," said Ratchet.
Before Omega could protest, Ratchet governed higher functions and had been transformed into vehicle mode. Kaon began to close in on them, ready to deal the final blow, when suddenly, every window in every building in the city lit up with a blinding light as the ship took off like a shot and powered down completely.
Inside the command centre, the emergency lights were on, and Megatron looked around furiously.
"What's going on?" Megatron demanded.
Elita and her team were running from a destroyed regulator they had just taken out. They were now making their way for the exit to join up with Optimus and his team.
Unfortunately, Optimus' team weren't so lucky as their exploding search generator had blocked their exit. They were forced to take another shaft which led them to the darkened cellblock.
The lights came back, and they found themselves completely surrounded by Lugnut, Shockwave and Blitzwing.
"I think we've taken a wrong turn," said Bumblebee.
Elita, I think we took a long turn, and her team had reached the rendezvous point, but there was no sign of Optimus and his team.
"Where's OP?" Jazz asked.
Elita reached for her comlink. "Optimus, we're at the rendezvous point where you?"
"I'm afraid we're a little delayed, but I want you to leave immediately," said Optimus as he struck the one-handed Lugnut back with the Magnus Hammer.
"We have to go back for Optimus Prime; I do have orders to protect him," said Ironhide.
"OP can take care of himself," said Jazz.
"But how did Megatron get the power back on?" Sari asked.
Megatron was in the command centre as the Minicons did everything they could to maintain power.
"Shut up all non-essential systems around the city," Megatron ordered.
"What you wish for us to do, almighty Megatron?" Sunstorm asked.
"At the moment, nothing," Megatron growled. "Unless you're willing to jump into the fusion reactor, the power of the ship."
"No, no, I very much doubt that even our AllSpark fragments would have enough power to keep the city airborne," said Skywarp frantically.
"But I don't have an AllSpark fragment," said Ramjet.
"And even if you did, it could never match the power that I possess," said Thundercracker.
"Shut up!" Megatron roared, blasting them with his fusion cannon. "If you don't keep quiet, offer you into the fusion reactor myself!" He then turned back to the Minicons. "Steer the ship to the strongest reading of Energon."
Meanwhile, Optimus and his team were still battling against the Decepticons. Watching from behind his cell was Rattletrap with a terrified look on his face.
"Somebot Anybot! Get me out of here!" Rattletrap cried.
"We're a little preoccupied at the moment!" Bumblebee yelled as he dodged a shot coming from Shockwave.
Optimus swung the Magnus Hammer and, with the extra strength of the Powermaster suit, was easily able to overpower Lugnut, sending him crashing into the wall.
Blitzwing fired his ice cannons at Moonracer, but she managed to jump out of the way and only accomplish freezing the floor. She then activated her skates and began skating across the ice, and then kicked him across his hip.
Shockwave kept on trying to fire at Bumblebee, but he was proving to be quite nimble, dodging his attack to turbo speed with his boosters. He then placed his stingers together, finding a powerful shot that knocked Shockwave back.
"I'LL CRUSH YOU UNDERFOOT!" Blitzwing roared, and then he shifted to his random personality. "And I got some pretty fancy feet!"
He then unleashed his flamethrowers, forcing Moonracer back, but she didn't notice that you 'right into Bumblebee. Shockwave took advantage of this and blasted the two of them into a nearby cell. When Optimus turned around to see what had happened, Lugnut dealt a powerful punch sending him into the same cell.
Optimus attempted to stand but found himself unable to move. He looked down and discovered that some Minicons had placed a pair of stasis cuffs on him. He looked at the others and saw that they had done the same thing to Bumblebee and Moonracer.
"Lord Megatron, we have caught a few of the Autobot intruders, including Optimus Prime," Shockwave reported.
"Excellent, we may very well have a way of restoring power to this city ship," said Megatron.
A few moments later, Megatron arrived at the cellblock and smiled at Optimus.
"Just think, only a few solar cycles ago, our roles had been reversed, Optimus Prime," he said.
"No matter what you do to us, you can't stop this ship from falling?" Optimus pointed out.
"True, but at least I'll be rid of you," he said as he opened the cellblock door and then raised his fusion cannon at him. "However, considering how many times you've managed to turn the tables, I will not take any chances. I will drive your unconscious shell into the fusion reactor and use your very own spark to power this ship."
He then fired his fusion cannon, but at the last second, a fully armoured Ironhide jumped in its path. The blast ricocheted off his body and struck Lugnut, slamming him into the wall. Blitzwing quickly aimed his ice cannons at Ironhide, but Elita had snuck up behind him and injected her blades into his back, infecting him with her cyber venom and then promptly fired some webbing covering Shockwave's eye. Megatron spun around at the chaos and then received a powerful kick from Jazz.
"We'll have you guys free in no time," said Sari as she flew over to Optimus and the others, then quickly blasted the stasis cuffs off of them with her energy blasts.
"I thought I told you to fall back," said Optimus looking at Elita.
"Like I was going to leave you behind," said Elita. "Besides, Ironhide here felt that it was his duty to rescue you."
"Those are my orders," said Ironhide as he picked himself up.
Optimus sighed, deciding not to argue. "Okay, everyone retreat. I'll give some cover."
"Wait, what about the double-dealing Rattletrap?" Moonracer asked. "Shouldn't we rescue him?"
"Too late; he's already rescued himself," said Bumblebee pointing at the empty cellblock.
"Forget him; we need to get out now before this ship blows up or something," said Sari.
"Sari's, right. Get moving!" Optimus ordered.
He quickly raised the Magnus Hammer and fired a blast of lightning at the Decepticons, taking out Shockwave. Megatron sadly was able to scramble to his feet and immediately engaged Optimus swinging his twin blades which clashed against the Magnus Hammer.
"I have never known a more troublesome Autobot than you, Optimus Prime," Megatron hissed, looking at him optic to optic for the first time.
"I'll take that as a compliment," said Optimus and pushed him back.
Then, before Megatron could fire his fusion cannon, Optimus swung the Magnus Hammer, destroying it completely. Megatron then quickly engaged Optimus, disarming the Magnus Hammer and engaging him hand-to-hand.
The two of them looked pretty evenly matched, but then the city ship lurches, knocking them off their feet.
"Oh, glorious Megatron, I have the honour of telling you that we are completely out of power," said Sunstorm over the comlink.
"We're going to crash!" Skywarp wailed.
Megatron turned to his Decepticons. "Forget the Autobots; we need to read game control this ship!"
They quickly scrambled to the command centre.
"Looks like this is going to end in a draw," said Optimus.
Optimus then joined up with the others just as they entered Earth's atmosphere and headed straight down towards Lake Erie. Optimus grabbed Ironhide and Jazz while Bumblebee climbed onto his back. Elita grabbed Moonracer, and the two of them flew out of the city ship, with Sari following right behind them with her jet pack.
Trypticon was heading straight down towards Dinobot Island, where the Dinobots and the Constructicons were recovering from the last battle. They looked up and saw the city ship plummeting straight down towards them.
"Oh no, not again," Scrapper moaned.
Trypticon crashed down right on Dinobot Island, completely obscuring it from view from the shore.
Optimus and his team just looked down at the city ship, which had landed on the edge of the shore of Dinobot Island.
"Something tells me this is going to hit the news," said Moonracer.
"As if we don't get enough publicity back home," Elita sighed.
Optimus looked at Ironhide. "Thanks for saving my shell back there, soldier. Also, might I add that you carried out your orders with honour."
Ironhide merely saluted. "Sir, yes, sir!"
They then made their way to Trypticon and met up with Ratchet. They had attempted for several cycles to penetrate the city ship, but it was completely lockdown. Not even the Magnus Hammer could break through its walls.
"This place is completely impenetrable," Optimus noted.
Sari placed a hand against the city ship, which immediately glowed. "The entire complex is completely powered down and sealed tight. I'm afraid there's no way to get in."
"Fortunately, that means nothing can get out either," said Optimus.
"So Megatron and his Decepticons are trapped inside?" Bumblebee asked.
"Looks that way, but there's no telling what Megatron is up to inside," said Optimus and looked at Ratchet. "What's the status of Omega Supreme?"
"Not as bad as before," said Ratchet. "Still, it's gonna take me some time to fix his processor damage, even with Sari's help. Until then, he's stuck in ship mode."
"I think it's best that we remain on Earth for a while to monitor the situation," said Optimus.
"Well, despite everything, I can't wait to see my dad," said Sari excitedly.
"It's going to be weird being here without Bulkhead… or Prowl," Bumblebee admitted.
Ironhide, meanwhile, was looking around the island curiously. His gaze fell upon the distant city across the lake.
"So, this is an organic planet?" Ironhide asked. "Is it safe? I mean, I've heard rumours of the dangers on organic planets."
"Some organic planets are dangerous," Elita admitted. "However, this one is completely safe for the most part."
Jazz then placed his arm around Ironhide's shoulder. "Trust me, you're going to dig Earth big time."
They then climbed on board the Orion and began making their way to Detroit. However, on the city island of Kaon, a tiny hatch on the side of Trypticon pops open. Moments later, a Minicon stuck its head out, looking around, taking in its surroundings.