After picking up Kickback and making a hasty exit, Bombshell and Shrapnel hurried back to one of the entrance holes into the Ark while the battle in the generator room continued behind them. Their clones would join them when they finished taking care of the Autobots. When Bombshell and Shrapnel arrived at the dark entranceway into the ground, the two Insecticons stopped with Kickback held between them and looked at one another. This was not going to work. Kickback was badly injured from Bluestreak's assault; he could not transform into his metallic grasshopper mode and he was too damaged to flee on foot.

"Don't leave me, leave me," Kickback's weak vocalizer rasped when he realized the other two had stopped to consider what to do.

Bombshell's red optics glowed like embers in the darkness. "We Insecticons stick together, together," Bombshell replied proudly. "We'll have to find another way out, out."

Shrapnel forced a gravelly, sarcastic sound through his metallic vocalizer. "You know your way around here, Bombshell, Bombshell?" Bombshell's red optic glow reflected off the huge chromed Insect mode mandibles perched on either of Shrapnel's shoulders as he shifted to get a better hold Kickback's broken legs. "We don't have time to go sightseeing, sightseeing."

Bombshell knew that the Autobots were no match for them. "Any Autobot that crosses our path will become my slave," Bombshell declared.

"What about Optimus Prime, Prime?" Kickback's tinny vocalizer asked.

Bombshell narrowed his fiery optics. The Insecticon longed for the day that he could have the Autobot leader under his control.

"Optimus Prime must not be here," Bombshell surmised. "He would not send his Autobots to battle us alone, alone." Through his cerebro link to the Insecticon clones Bombshell was able to determine from the region not previously covered by the clones which direction the Autobots must have come from. That was the way out of the ship.

"No more time to talk. Let's go. This way, way!"

It took little time for the Insecticons to find the cargo foyer on C-deck. At the large cargo lift opening they activated their leg aerial thrusters and flew with Kickback up to A-deck, the highest the lift shaft went. The whole deck was silent and dark as they hurried through the corridors as best they could with Kickback slung between them, looking for a way out.

From the Autobot script next to each door that lined the hallway they hurried down it was clear they were in the Autobots' living area.

"Don't dally, Shrapnel!" Bombshell chided the other Insecticon, noticing that Shrapnel was trying to read the names as they passed them. "Let's just get out of here, here!"

"I'd love to take a souvenir with me, with me," Shrapnel laughed in his tinny, echoing voice. "Imagine the look on Megatron's faceplate if he saw we had souvenirs from inside Autobot Headquarters, Headquarters."

"Leave it, leave it," Bombshell answered him. "That fool would only think we had switched sides, sides."

The Insecticons wove through the Ark, tracing and retracing different routes, coming time and again to sealed doors and dead ends until they stopped and realized they were lost.

"There must be no way out. We'll have to go down a level, level," Bombshell advised. But they did not know which way to go. "Even with my night vision I didn't see an elevator, elevator."

"Well then," Shrapnel smiled in the darkness. "Let's just make our own way down, down."

Bombshell and Shrapnel put Kickback down and drew their weapons, blasting a hole in the floor. Bombshell reached into the ragged opening and pulled away the sparking broken conduits so that they could get through. The Insecticon leader was the first to drop down through the floor, cushioning his landing by pulsing his leg thrusters on the way down.

"Drop Kickback, Kickback."

Bombshell waited with his arms ready and caught the damaged Insecticon when Shrapnel dropped him through the opening from the floor above. A moment later, all three Insecticons were down on B-deck.

Bombshell had an idea which way they should be headed since he tracked their path on his internal geo-tracking system. Picking up Kickback again, he led Shrapnel through the base. B-deck was easier to navigate. The larger main hallways gave away the direction to the main deck area and then to the lower end of the causeway out of the base.

"We've found it, found it!" Shrapnel exclaimed excitedly, recognizing the gentle upward slope beneath his feet and the familiar outline of the wide, hexagonal passageway. But his excitement faded as daylight was not visible ahead of them. "What?! It's closed, closed?!"

In front of Shrapnel, Bombshell slowed and negotiated a better grip on Kickback. It was true. Their escape was blocked.

"We'll get help with the door, door," Bombshell stated firmly and summoned all of the clones from the ship. It was time for them to leave. Within minutes the clone army could be heard approaching in the distance. The skittering sound of hundreds of metal Insect appendages climbing along the ship's walls and ceilings and racing across the metallic floor echoed out of the blackness.

Ratchet and the others froze, hoping that the Insecticons would not notice them while the finger of the Insecticon army rattled the frame of the Ark outside medical bay. But the numerous, scuttling metal Insect bodies passed by medical bay without any interest in the Autobots inside.

As the Insecticons awaited the nearing Insecticon army, the blast doors behind them groaned. Caught unaware, Bombshell and Shrapnel spun around and Kickback weakly turned his head in the direction of the noise. Slowly, the gearing in the locking system creaked under a great force. After briefly enduring the duress, gear teeth snapped and the mechanism suddenly gave way. A sliver of blinding light cut through the darkness as a gap opened up between the two interlocking blast doors. The fingers of two giant, white metal hands forced their way through the thin opening and pried the doors apart with ease. The Ark causeway was flooded by the blinding brightness outside, save for the long shadow of the enormous figure that stood in front of the base entrance. It was Superion.

The three Insecticons jumped at the unexpected site of the Aerialbot giant. Superion also appeared startled by the sight of the Insecticons directly in front of him. Bombshell and Shrapnel seized the moment and jumped across the threshold. They threw Kickback out of the way and tumbled down the slope in different directions to escape Superion's grasp as he swiped at the ground to grab the three Insecticons. Only seconds later, the clone army emerged from the darkness and flowed out onto the rocky landscape.

Superion stood back up straight, unable to tell which Insecticons were the real ones in the horde that flowed past his feet. Bombshell and Shrapnel used the opportunity to grab Kickback and wasted no time in their retreat by taking to the air with Kickback. Unable to see the three Insecticons fleeing behind him, Superion took to crushing as many clones underfoot as he could before the last ones left the base.

Bombshell turned and looked behind him at the scene as they flew away from Autobot Headquarters. He could sense the destruction of his clones so he commanded them to immediately take to the air and follow him. The remains of the swarm obeyed. Superion took his electrostatic discharger rifle out of subspace and fired at the fleeing Insecticons, but few clones fell to the blasts.

Seeing that his shots were not taking down very many of the fleeing Insecticons, Superion crouched and then hurled himself into the air after the Insecticons with a sudden burst of hydraulic power. The enormous Autobot kicked in its thrusters and tore off after the Decepticons through the sky.

Bombshell turned just in time to see Superion quickly closing in on them. A single shot from Superion's rifle blasted the stragglers out of the sky. It grieved the Insecticon leader to watch his precious clones meet their end and hurtle to the ground far below. At the speed that Superion was approaching them, the Aerialbot goliath would be on top of them within the next minute and they would all be finished. Bombshell was dismayed, but he knew what he knew he had to do. Reluctantly, he ordered the remnants of the clone army to attack Superion, knowing that their sacrifice would secure his survival. The clones mindlessly obeyed, driven to their certain doom by Bombshell's final order.

Superion slowed his pursuit and hovered when he saw the clones turn around and head back toward him. He managed to aim and fire his rifle once, taking out another section of the ragged approaching army before the clones buzzed around him. Superion was gigantic compared to each clone, so the clones landed on Superion and bit. Bewildered at the futility of the onslaught, Superion subspaced his rifle and looked down at himself, confounded.

The Insecticons engaged him in clusters, gnawing furiously. Tentatively, he brushed them off of his arms and chest plate. But the Insecticons persisted and returned to pester Superion. He brushed them away again, though they returned undeterred to harass him even more. Unequipped with the chip set to handle this battle algorithm, Superion became frantic and began to slap and pound himself.

Excited by Superion's mounting agitation, the clones regrouped and swarmed his faceplate. Superion's world dissolved into a frenzied maelstrom of clacking, chattering, and biting madness. Panicked, Superion raised his mammoth hands to his faceplate as the Insecticon mass gnawed his optic band loose.

Within their mind meld, the Aerialbots collectively realized the Insecticon pests were close to boring into Superion's cerebral housing. With hands upraised, Superion suddenly plummeted earthward. As he fell, Superion dissociated into his five Aerialbot components. Gnashing their mandibles, the clones plummeted after them.

The Aerialbots instinctively returned to their jet forms and, one by one, ignited their engines and soared skyward. The sluggish clones were no match for the Autobots' aerial prowess. Their fate was sealed as the Aerialbots banked around and took aim.

Ratchet and the minibots remained in medical bay, waiting for some contact from the others. Not long after the Insecticon army passed down the hallway, Bluestreak and the others arrived at medical bay carrying Ironhide and Jazz. The warmly-colored bay was a welcome sight after being in the dark ship. Bumblebee rested peacefully offline on one of the medical bay tables, surrounded by the tools of Ratchet's trade. He was only partly reassembled but the others knew he would pull through.

Ratchet wasted no time and motioned the others to help Jazz and Ironhide onto the remaining examination tables. He glanced first at one then the other. The Autobots remained silent. A deep furrow formed between his optic ridges as he inspected the wounds. At length he turned to the others and scowled.

"It's a miracle they're still with us," he stated bluntly. "That's a pretty dangerous way to remove cerebro shells."

He passed a scolding gaze over the congregated Autobots, clenching his fists. "Who did this?"

Cliffjumper looked edgewise at Bluestreak, who was staring intently at a point on the floor next to the chief medical officer. Ratchet turned to face Bluestreak.

"Bluestreak?" he queried.

"Um, yeah."

"Yeah, what?" continued Ratchet as he tried to look the gunner full in the optics.

"Yeah, it was me."

Ratchet pulled himself up to his full height and crossed his arms. Bluestreak visibly shrunk.

"That," intoned Ratchet, "is about the best slagging marksmanship I've ever seen."

Bluestreak glanced up at Ratchet, unsure of himself.

Cliffjumper rose to the occasion. "Yeah, and he shot both of them at once!" he added excitedly.

Ratchet turned toward the red minibot, no longer able to contain a smirk. "He did what?" he asked, and his jaw mechanism loosened into a full smile.

"With my optics closed," Bluestreak added shyly. "I couldn't watch."

"Primus," muttered Jazz from atop his table, "that's why I'm all messed up."

"Well guys, I have to get to work here," said Ratchet. "I'll be taking Jazz and Ironhide offline while I work on them, so say your goodbyes now. They should be up and about in a couple of days."

The other Autobots quietly gathered around Jazz and Ironhide. They would be missed, even for a few short days.

"Thanks, guys," Ironhide said softly. He placed his hand on Hound's forearm before the Autobot could step away.

Hound looked upon the deep hole in Ironhide's forehead before moving his gaze down to Ironhide's faceplate. The old Autobot hid any discomfort well.

"Just take care, Ironhide," Hound responded sincerely, "and get better soon."

Ironhide grinned. He would not be in medical bay for a second longer than Ratchet would make him stay.

Hound and Cliffjumper respectfully stepped back as Ratchet approached to assess Ironhide's injury. Bluestreak watched the others momentarily before turning to look down into Jazz's blue optic visor. Jazz stared elsewhere for a moment as he rested, then weakly turned his head toward Bluestreak. Bluestreak's expression lightened.

"You know, 'Streak?" Jazz laughed weakly, though still in a jovial tone. "I said one day you were going to do it."

Bluestreak smiled nervously and met Jazz's gaze. "I guess I should have listened to you, Jazz."

"Hey, it's cool," replied Jazz, "I'm glad you did it."