The battle begins to get gruesome while the Decepticons continue to devastate Autobot City as the heroic Autobots and their defenses continue to defend their city. Blurr was busy shooting out from an opening window with Mirage and Overdrive. "We've-got-Decepticons-at-the-gate. Deceptions-in-the-air, Decepticons-inside-the-walls, Decepticon-Decepticons-Deceptions. If-we-beat-them-on-the walls,they're-still-in-the-air. We-shoot-them-out-the-air,they're-still-at-the-gate. So-where-does-that-leave-us? Nowhere-that's-where," the fast Autobot pacing while providing cover fire for his friends. Megatron led the rest of the Decepticons underneath the Autobot defenses as they're catching their breath from the deadly battle.

Meanwhile, Springer pushes a missile launcher into a position where the Decepticons were standing while Arcee helps carry Wheeljack. She gently lay her against the wall as he told him, "I'm… I'm good," the inventor told her. "Th-Thank you, Arcee."

"Of course, Wheeljack," she said.

Wheeljack looks over at the deceased bodies of Windcharger and Bluestreak. "I only wished we were more prepared for this attack… I'm so sorry my friends…" The sad Autobot lowered his head as Arcee lay her hand on his shoulder.

"Come on Arcee," Springer yelled as he's pushing the giant cannon. "We gotta get this launcher into place! Megatron's making his big push and we gotta push back!"

Arcee rushes over and helps him push the launcher into position. Wheeljack picks himself up and helps them as well. "Let me give you two a hand," he said as he's pushing.

"Wheeljack," Arcee told him. "You need to rest! You're still wounded!"

"Come on! I may be hurt but I can still fight."

Then, Hot Rod and Kup rush in to aid their friends. "Keep at it Springer my boy," Kup told as he and the young Autobot help them push. "Helps at hand!"

"I'm glad you two decided to join the fight instead of guarding," Wheeljack said to Kup.

"Wheeljack," Kup told him, "after you help us, you need to get to the doc! You need to patch up!"

"Don't worry about me! I can still throw a few punches."

"I was afraid you'd be trapped outside the city," Arcee said to Hot Rod.

"Hey, I wasn't worried for a microsecond," he said to her.

"Then you probably didn't understand the situation."

The five Autobots managed to place the launcher into place. Wheeljack rushed to the window and spotted the Decepticons. "Predacons," Megatron yelled, "form into Predaking and kill them all!"

"Uh guys," Wheeljack warned them. "We have a big problem! Literally!"

Kup rushes over and sees what's happening. "Predaking," he warned them as well.

The Predacons merged and formed the deadliest combiner of them all, Predaking. "PREPARE FOR YOUR EXTINCTION AUTOBOTS," the Decepticon roared. The giant monster heads towards a giant cannon and smashes it while Blurr and the others fall back. The Predacon begins tearing down a wall that leads to the final stronghold of the Autobots.

"I got better things to do tonight than die," Springer told them as he loaded the launcher with missiles. He fires the launcher and hits the giant Predacon but he continues to tear through the Autobots defenses. The missiles continue to fire but start to hit the other Decepticons, killing one Insecticon Venom. Predaking tore a metal wall and threw it at the location of the launcher, causing the five Autobots to flee.

"They broke through," Ultra Magnus told all of the Autobots. "Prepared for our final stand! Attack!"

All of the Autobots begin firing their weapons at the Decepticon invaders as they fire back. Jetfire, Powerglide, and Tracks transform into their jet mode and provide air support while Starscream and the Seekers fight back. Perceptor leads Grapple, Smokescreen, and Warpath to fire the left side while Blaster leads Inferno, Hoist, and Pipes to fire the right.

Mirage and Trailbreaker tried to stand their ground but they both were shot by Shockwave. The one-eyed Decepticon landed in front of them while Astrotrain and Blitzwing were about to execute them. Prowl, Sideswipe, and Smokescreen drive towards them and transform to tackle them down.

Predaking charges towards the Autobots while ignoring their blasts as he roared in anger. Blaster and his squad tried their best to take him down but only to enrage the insane combiner as he stepped on Hoist, killing him.

"Hoist no," Grapple cried out as he fired at Predaking until he was shot by Shockwave, killing him instantly.

"Foolish Autobot," the Decepticon scientist laughs before Prowl, enraged by both of his friends' deaths, punches him in the face.

Jetfire saw what happened as he blasted Acid Storm and Thundercracker down before charging towards Predaking. "I got something for you, you monster," he yelled as he fired multiple missiles and his cannons at the Predacon, causing the beast to fall on his back.

Megatron became enraged by the Autobots knocking down the Predacons as he yelled at the other combiners, "Constructicons! Combaticons! Stunticons! Merge and kill!"

The three groups merged together and formed into the three giants: Devastator, Bruticus, and Menasor. The three giants begin charging at the Autobots as Ultra Magnus alerts their combiners, "Aerialbots! Protectobots! Merge and defend!"

The Aerialbots flew in and merged into Superion while the Protectobots drove in and merged into Defensor. The aerial giant tackles Devastator to the ground and fights him while the defending giant takes on Bruticus. The giant medical bot was defeating the giant Decepticon until Menasor ambushed him and destroyed his odds.

Then, Hot Rod and the others finally arrived on the battlefield and saw their giant allies were in trouble. "Here's the plan," the young Autobot told his friends. "Kup, you and the others tried to help the others! Wheeljack, you go find Ratchet or Red Alert to patch you up."

"Wait a second," Springer annoyed. "What are you gonna do, punk?!"

"I'm gonna take down that Menasor freak!" Hot Rod rushes off as he sees Powerglide flying close to him. "Ha Glide! Can I get a lift?!"

"Hop on, Rod," Powerglide yelled.

The young Autobot hopped onto his friend as they flew into battle. "Get me close to Menasor. I want to get the heat off of Defensor."

"You got it, buddy! Hold on!"

Menasor got Defensor in a full nelson while Bruticus was beating the life out of him. When the two Autobots hover above the giants, Hot Rod jumps off and dives straight to the giant Stunticon. "HA MENASOR!!" The giant Decepticon looked up at the reckless Autobot and the brave Autobot blasted him in the face from both of his engines, freeing the giant Autobot.

Bruticus throws a powerful punch at the Autobot but he manages to duck and hits Menasor instead. Defensor grabs the giant Combaticon and flips him onto his Decepticon ally, causing them to dismember. The giant Protectobot kicks all ten of the Decepticons away before giving Hot Rod a thumbs up.

On the Autobot side, the brave Autobots kept firing at the Decepticons while Red Alert was patching up Tailgate as he took cover. "I knew I should've stayed at the bunker," he whined. "But they need a field medic on the battlefield. Just hold still, Tailgate."

Kup and others rush to their side and provide fire. "Red," he told the medic, "Wheeljack needs some repairs."

"Don't worry about me," Wheeljack grunted as he fired at the Decepticons. "I'm perfect… ah jeez…"

Red Alert pulls him down before a blast could hit him. "Look at you," he yelled at him. "You're in no shape to fire! Just hold still while I fix you up!"

"Fine. Whatever you say, doc…"

Suddenly, Predaking slowly regained consciousness as he picked himself up and was ready to attack again. "Yes," Megatron shouted. "Predaking is back online! Predaking, exterminate the Autobots!"

"Autobots," Ultra Magnus warns everyone. "Focus all of your fire on Predaking!" All of the Autobots were firing at the giant Predacon as the giant monster began getting close to them. Defensor and Superion both saw the giant and rushed over to hold him down by grabbing both of his arms.

Sadly, Predaking used all of his strength to lift both of the Autobots and tossed them to the sides. The other combiners merged back to their giant forms and joined their ally in destroying the Autobots. The heroic Autobots shiver in fear as the four giant Decepticons stood before them and were about to end them all.

Then suddenly, powerful blasts from above knocked all but Predaking back. Everyone looked above and spotted Omega Supreme transforms and tackled the Predacon. "Autobots endanger," Omega said while holding off the mad titan. "Must defend them. Must stop Decepticons."

"It's Omega Supreme," Smokescreen shouted with relief. "Now we stand a chance!"

"Come on Autobots," Hot Rod shouted. "Now is our chance to push the Decepticons back! For Optimus Prime! For Autobot City!" All of the Autobots rally together and charge at the Decepticons while Omega Supreme fights off Predaking.

The Decepticons stood in fear when Omega arrived and the Autobots were rallying until Megatron yelled at them, "Don't just stand there you fools! The Autobots are still helpless with their precious leader, Optimus Prime! Destroy Omega Supreme! He's their last line of defense! Once he falls, so will their morale! Attack!"

The sinister Decepticons cheered their leader as they all charged into battle. When the Autobots and the Decepticons collided, many were firing and fighting each other. The Battlechargers both tackled Swerve and Tailgate before Prowl and Wheeljack blasted them off of their allies. The Reflectors all charged at Brawn until Warpath transformed into his tank form and blasted them away. Trailbreaker was firing at Dirge until the Conehead knocked the blaster away and held him down. The Decepticon was about to kill him until Ultra Magnus grabbed him by the legs and tossed him at both Skywarp and Sunstorm.

The Stunticons transform into their vehicle modes and charge into battle. The four cars blasted both Beachcomber, Pipes, and Swerve while Motormaster rams through Inferno and Downshift. Hot Rod saw what happened and transformed into his vehicle mode as he drove in front of them. "How about you Decepticons like a little race," he mocks them.

"Why you little," Motormaster enraged. "Stunticons! Kill that Autobot pest!" All of the racers chased the young Autobot while firing at him. Hot Rod led them straight to the fight zone between Omega Supreme and Predaking. The reckless Autobot drifts and swerves around their feet while the Decepticons aren't so good.

Soon, the Combaticons rejoined the battle and began providing heavy fire at the Autobots, pushing them back. "Yes," Megatron shouted. "Decepticons! Push them! Push them back!" Devastator enters the fighting ground and charges in at the helpless Autobots.

Suddenly, the giant Constructicon was fired at from behind and dismembered. The Decepticons look behind them and soon seek cover from the massive firepower of Sky Lynx. "Look," Prowl shouted, "it's Sky Lynx! Optimus did send backup!"

Sky Lynx opens the side of his shuttle and reveals the Wreckers. "Come on Wreckers," Roadbuster shouted. "Let's wreck some Decepti-creeps!" Whirl transforms into his helicopter mode for Roadbuster to hang onto him while he begins firing at the Decepticons. Broadside and Sandstorm both transform into their flying modes to provide air support. The Jumpstarters jump off and both tackle Astrotrain and Octane.

Roadbuster shot down Vortex and Blast Off while riding Whirl before he jumped off and landed on the battlefield. The brute Autobot pulls out his heavy weapon and gun down Acid Storm, Kickback, Dirge, Runamuck, & Bombshell while laughing. Whirl transforms and grabs Shrapnel and one of the Reflectors then spins around before tossing them at Soundwave.

The Jumpstarters both picked up the two Triple Changers and tossed them at Onslaught and Long Haul. Topspin transforms and begins firing at Predaking, helping Omega Supreme to lay a heavy blow at the Predacon. Twin Twist transforms and rams through Brawl, Swindle, and Scavenger.

Astrotrain and Blitzwing transform into their flying mode to lay an assault on the Wreckers until two Autobot Triple Changers blasted them from behind, sending them crashing. Sandstorm hovers above the Decepticons and releases a pile of dust to block their vision, allowing the other Autobots to push them back. The Constructicons were about to merge into Devastator until Broadside transforms into his air carrier mode and scatters them.

Sky Lynx helps Omega Supreme by attacking Predaking from behind. Roadbuster was shouting with joy as he was blasting Decepticons, "Yeeha! Shooting Decepticons makes me happy! Suck my lasers, Cons!"

Suddenly, Roadbuster was shot from behind by Megatron. Whirl dive in to punch the Decepticon in the face but the evil leader punches the one-eyed Wrecker in the guts and throws him at Sandstorm, knocking him down. Broadside charged at the evil Decepticon and threw a punch but the tyrant dodged it and blasted the tall Autobot to the ground. The Jumpstarters charges at him at once but the evil Decepticon blasts Topspin away and jumps over Twin Twist then grabs him by the neck as he knees his back repeatedly before tossing him away.

Roadbuster slowly tries to get before he gets knocked back down as Megatron aimed his cannon at the Wrecker head. "Your foolish assault was pointless," the sinister Decepticon laughs. "Now, you shall be the first 'Wrecker' to die by my hands!"

Before Megatron could execute him, Brawn rammed at the Decepticon back and transformed to grab his cannon. "Not if I got anything to say about it Megatron," Brawn yelled as he blasted the leader of the Decepticon back with his weapon.

Shockwave saw what happened as he and the Reflectors aimed the small Autobot. "You'll pay for that, you annoying some pest," the evil scientist yelled as he and the Decepticons began firing at him, injuring Brawn badly. "Kill him! Kill him!"

Roadbuster immediately grabs his weapon and begins firing at Shockwave while protecting Brawn. "How about you pick on someone your own size, you one-eyed freak," the Wrecker yelled. He then pulled out a grenade. "I also got a present for you Cons! Have it!" He threw it at the scientist and the Reflectors as Shockwave immediately took cover before it exploded, damaging the three Decepticons badly.

Roadbuster quickly picked up Brawn and carried him to safety as Megatron picked himself up and took back his cannon. He turns his attention to Predaking and sees that he's having trouble then turns back at the combiners. "If all of you are done messing around," Megatron annoyed, "Go and takedown Omega Supreme! Now!"

The three groups combine back into their giant forms and rush at Omega Supreme while the rest of the Decepticons are holding off the Autobots. The giant guardian was close to defeating the giant Predacon until he was grabbed from behind by Menasor while Devastator pulled Sky Lynx away and knocked him down. Predaking and Bruticus both throw a punch at him brutally until the giant Stunticon pushes him and slams him in the head, knocking him out.

The four giants then pushed Omega's body over the groups of Autobots, causing all of them to flee in terror. Hot Rod saw Arcee wasn't going to make it out in time so he quickly transformed and drove straight to her. He then transforms back and tackles her in time before the guardian hits the ground. The young Autobot lay above her as they both look at each other face to face.

"I… I…" Hot Rod spoke nervously. "I saw that you weren't gonna make it out in time so… so I drove and… got you out of the way."

"Oh-Oh," Arcee said nervously as well. "Umm… Th-Thank you Hot Rod…"

Their moments were interrupted by the blasts of the Decepticons as Hot Rod quickly carried Arcee to safety. Ultra Magnus and the Wreckers provide cover fire while the Autobots rushes and carries the wounded to the bunker. "It's no good," the Autobot commander shouted to the others. "Fallback! Fallback! We have to make our last stand in the bunker! We must defend the wounded!"

The Decepticons are pushing the Autobots back while Megatron stands above as he laughs sinisterly. "Yes! Finally! The Autobots will fall on this day! Their defenses are down! Their precious Omega is defeated! Let the slaughter begin!" Then suddenly, he heard a noise from a distance and spotted an Autobot shuttle heading towards the city.

Within the shuttle, Optimus Prime and Sunstreaker pilot the ship with the Dinobots on board. "I knew it was bad but I didn't know it was this bad," Optimus said to the others. "Dinobots! Destroy Predaking!"

"Me Grimlock loves challenges," Grimlock shouted as he and the Dinobots jumped out of the shuttle and flew towards the Predacon. "Dinobots transform!" The brave Autobots transform into their dinosaur modes and jump onto Predaking.

Grimlock was biting on Predaking's head as Swoop was firing at him while the others were attacking his legs. The giant Decepticon knocked Swoop away and kicked Slag and Snarl. He then grabs the t-rex and throws him away. The mad Predacon slams at Sludge then picks him up and tries to bend him. Luckily, the triceratops Dinobot gets back up and ram into the Mad Titan, freeing his ally. Sadly, when the titan fell, he created a giant hole that led to the bunker.

"Foolish Dinobots," Megatron laughs as his fellow Decepticons regroup with him. "They just created the path to the Autobot demise!" Predaking gets back up and enters the hole, creating a path for the Decepticons. "Now, my Decepticons! Let us win this war and slaughter all of the Autobots!" All of them charged into the hole.

When the Autobot Shuttle landed, Hound emerged from the rubbles and rushed towards it while Optimus exited the ship. "Optimus," the military Autobot shouted to his leader. "I'm so glad you made it!"

"Hound," Optimus calms his friend. "What happened to you?"

"I was helping the others to hold off the Decepticons. I was buying them some time to fall back until I was trapped within the rubble. Now, Megatron and his men are going to kill all of our friends! What are we gonna do?!"

"Hound, I want you and Sunstreaker to go and search for any survivors."

"What about you, Prime," Sunstreaker asked him.

"There's only one way for us to win this battle… Megatron must be stopped… no matter the cost."

Finally, Optimus Prime transforms into his truck mode and drives straight to the city to stop Megatron once and for all. The Decepticons rush to their leader to aid him, slaying the Autobots until they hear something behind them. The leader of the Autobots appears and ram into Thrust and Shrapnel and almost hit Blitzwing before the Triple Changer flies out of the way.

Soundwave, Ramjet, and Thundercracker begin firing at the truck until Optimus transforms and blasts into the air to fire them one by one. When he landed, he fired at Sunstorm and Acid Storm until they both fell to the ground, badly damaged. Blitzwing flew towards him to tackle him but the heroic Autobot jumped over him and blasted the Decepticon in the back. Astrotrain charges at him until the brave Prime picks him up and throws him at Octane and Runabout.

Optimus turns his attention at the distance and sees the Dinobots are struggling with the other combiners. Devastator was crushing Grimlock and Menasor was beating Sky Lynx brutally. The heroic Autobot aims his ion blaster and blasts at the Constructicon head, causing him to fall into the giant Stunticon. The shuttle Autobot blasted at Bruticus away from the Dinobots as Optimus pursued after Megatron.

Meanwhile, within the bunker, Ratchet was escorting the wounded to safety until Predaking ripped right through the wall standing above him. Luckily, Ultra Magnus arrived with Sideswipe, Tracks, and Red Alert within his trailer. They all transform and fire all of their missiles at the giant titan, causing him to disassemble. The Predacons transform into their regular mode and begin firing at the Autobots. The brave Autobots stood their ground and fought back against the Decepticons.

Megatron stood above them and aimed Ultra Magnus to finally end the battle once and for all. Until a shadowy figure is cast behind him and when he turns around he finds his mortal nemesis. "Prime," the Decepticon said.

"One shall stand, one shall fall," Optimus told his nemesis.

"Why throw away your life so recklessly?!"

Suddenly, Dirge sneaks behind the Autobot to ambush him until Optimus grabs the Conehead by the neck and slams his head into the ground. "That's a question you should ask yourself, Megatron."

Megatron aimed his cannon at him until he stopped. "No! I'll crush you with my bare hands!" The leader of the Decepticons tackles his nemesis to the ground.

While the two leaders fight each other off, Jetfire and the Aerialbots hold off the remaining forces of the Decepticons. "Come on Autobots," the tall Autobot shouted to his fellow Autobots. "We have to keep them away from Prime!"

Hot Rod and his friends rush over and aid Jetfire in pushing the Decepticons back. The Constructicons were about to combine into Devastator until the armored Jetfire flew into the air and blasted them off the edge. Kup rushed over as he dodged the Decepticons blasts and shot Blast Off while Soundwave took cover. Swindle was about to blast the old-timer until he was shot by Arcee.

Hot Rod charged at Motormaster as the mad Stunticon threw his sword at him. Luckily, the brave Autobot dodged and punched the Decepticon in the gut, and knees him in the face before blasting Wildrider and Drag Strip while Blaster and Perceptor provide cover fire. He noticed that Optimus was fighting Megatron alone and hurried to his aid. "I've got to help Prime," he told the others.

"Stay away lad," Kup told him. "That's Prime's fight!"

The two archenemies stood in fighting positions as they stood ready for their final fight against each other while the sun shines down on Optimus Prime. They begin to throw fists and kicks as they both dodged every one of them. Megatron throws a deadly kick at him but the heroic Autobot grabs his leg and punches it hard before picking him up, spinning him around, and throwing him against the wall.

As Megatron slowly gets back up, he quickly grabs a shard of metal and tossed it at his nemesis as it impales his side. The mad Decepticons blasted his cannon at him but Optimus dodged and rushed over to punch him in the face, detaching the cannon off. When Prime removed the shard off him, the sinister tyrant grabbed a saber and sliced at his wound.

The wounded leader slowly backs away as he tries his best to ignore the pain. "OPTIMUS LOOK OUT," Hot Rod cried as Optimus immediately focused on his nemesis. Megatron jumps into the air to lay a deadly blow on the Autobot until the brave hero punches him away.

When the Decepticon fell on his back, he kicked Optimus and grabbed him whole while trying to get to his neck. "I'LL RIP OUT YOUR OPTICS," Megatron roared. Luckily, the great hero overcomes him by grabbing him by the neck and slamming him brutally to the ground.

Hot Rod was fighting off Starscream until the young Autobot kicked him to the ground after he saw what his great leader did to Megatron. "That's showing him, Optimus," he cheered his leader.

Kup punched both Scavenger and Brawl in the face, knocking them out. "Finish him off Prime," he yelled to his leader. "Do it now!"

Optimus walks over to his ion blaster to pick it up and aims at his nemesis. Megatron lays on the ground as he stares helplessly at the leader of the Autobots until he notices a handgun near him. "No more Optimus Prime," he fake begged. "Grant me mercy! I beg of you!"

"You, who are without mercy, now plead for it," Optimus said, confused. "I thought you were made of sterner stuff."

Suddenly, Shockwave appears behind Optimus Prime and aims his blaster at him. "You and your Autobots have already been defeated, Optimus Prime," he yelled as he blasted at him. Luckily, Optimus managed to dodge and blasted the Decepticon away.

Sadly, while the Autobot was distracted, Megatron quickly grabs the pistol and fires at his nemesis. "Fall," he yelled as he's blasting him. "FALL!!!" Optimus was shooted a couple of times before he fell. The sinister Decepticon stood above his long-time nemesis with a smirk as he aimed at him. "I would've waited an eternity for this... it's over Prime."

Before he could pull the trigger, Hot Rod rushed over and yelled," NO YOU DON'T MEGATRON," the young Autobot yelled as he blasted Megatron from behind, catching him off guard.

Finally, Optimus clung to both hands and used all of his strength to release a powerful slam at Megatron's face while shouting, "NEVER!!!"

The powerful attack knocked Megatron into the air as Jetfire flew towards him and shouted, "Here's a parting gift for you, Megatron!" He fired three deadly blasts at the monstrous Decepticon before the tyrant falls to the lower level while Starscream, Soundwave, and Razorclaw rushes to their fallen leader.

Optimus fell to his knees as Hot Rod and Jetfire rushed to his aid. "Optimus," the young Autobot said as he held him. "I'm so sorry. Forgive me."

"Hang on Prime," Jetfire told him as he carefully helped him up. "We're gonna get you to Ratchet. He'll patch you up. Please stay with us."

The Decepticons, on the other hand, gathered around their beaten leader as Megatron lay still on the ground. "How do you feel, Mighty Megatron," Starscream smirks as he kicks him. "Astrotrain! The battle is lost! Transform and get us out of here!"

All of the Decepticons begin to flee, leaving their fallen leader behind to die. "Don… Don't leave me Soundwave," Megatron begged his right-hand comrade.

"As you command, Lord Megatron," Soundwave obeyed as he carefully carried his leader.

Astrotrain transforms into his train mode as every Decepticon rushes to him. Thrust, Scrapper, and Runamuck carry the wounded Reflectors. Skywarp and Ramjet carry Sunstorm while Onslaught carries Acid Storm to the train. Soundwave carries Megatron while Rumble carries his leader cannon while the Autobots begin firing at their retreat.

"The Decepticons are retreating," Arcee told Kup as she's firing at the Decepticons.

"Prime did it," Kup said as he fired as well. "He turned the tide."

All of the Autobots get closer to the Decepticons as they keep blasting them while the sinister beings rush to Astrotrain. When the last of the Decepticons entered the train, Starscream yelled, "Astrotrain! Take off!" The Triple Changer transforms into his shuttle mode and blasts off of Earth.

The Autobots cheered for their victory over driving out the Decepticons out of their city. Hot Rod and Jetfire helped Optimus Prime into the bunker while Ratchet and the Protectobots ran to their leader and rushed him off to the medical center. The young Autobot stood there and lowered his head, blaming himself that he didn't make it in time to help his great hero.