Optimus dodged the Fusion Cannon blast fired from Megatron, and fired his two Ion Blasters at the Decepticon leader. Frustrated, Megatron leaped of the building he was standing on and pulled out his Death Lock Pincer, and swung at Prime. The impact caused Optimus to drop one of his guns, which he quickly replaced with one of his energy swords. The Autobot was able to deflect the second swing, and kicked the Decepticon backwards. Optimus then fired his Ion Blaster, hitting Megatron in the head. The Decepticon pulled out is Laser Cannon, and opened fire on Prime, missing every shot. Optimus kept dodging the laser bolts, frustrating Megatron even more. "You can t win Prime, even if we lose today, I have Shockwave standing by to bring in the main force" Megatron said "No matter what happens, we will never stop defending this planet" Optimus said boldly Megatron grabbed the Autobot and threw him into one of the factories "You still fight for the weak that is why you lose!" Megatron shouted Megaton shot the Autobot back to the ground, before picking him up and tossing him into another building. He then charged up his Fusion cannon, and prepared to fire at the downed Autobot.

Mixmaster transformed into his cannon mode, and shot at Jolt, who jumped over the blast. Skids and Mudflap had both re-joined the fight, and were shooting at the Advancing Constructicons. Long Haul fired a volley of Missiles, hitting Ratchet. "I m fine, just keep shooting" Ratchet said as he got back on his feet.
Long Haul, Mixmaster, Scrapper began to force them down the street, until the Autobots hit a dead end. The three Decepticons pointed their weapons at the Autobots.
"Ratchet, what do we do?" Jolt whispered "Wait for it" Ratchet said "Wait for What?" Jolt asked again There was then a large explosion behind the Constructicons, who turned to see what was going on. The Autobots took advantage of the situation at Fired at the backs of the Decepticons, before transforming at driving past them. The Decepticons opened fire, but did not pursue, confusing the escaping Autobots.

Jazz and Sideswipe landed in between Grindor and Streetwise, who were shooting at each other. Brawl leaped off of the freeway, and landed next to Grindor. Blast off flew in for a closer shot of the Autobots. Rebecca and Danny had taken refuge under the freeway, inside an abandoned car. Jazz and Sideswipe got back onto their feet and joined Street Wise in facing the Decepticons.
"Please, is that the best you've got" Jazz taunted "What, did you think this was the best we could do? We're going easy on you" Brawl replied "Destroy them!" Grindor ordered Blast Off activated his targeting laser and fired a missile at the Autobots, who dodged the incoming fire. Brawl then fired his Gatler gun at Jazz, who deflected the bullets with his shield. Grindor fired his machine gun at Sideswipe, who dodged the shots and ran at the huge Decepticon. Grindor pulled out his rotor blade weapon and swung at Sideswipe. The Autobot dodged under the blow, and jabbed at Grindor's legs. Streetwise jumped over Jazz, and set off a Strobe Pulse, blinding Brawl and Grindor. Blast Off fired another missile, and once again missed. Getting frustrated, he pulled out a small laser gun and leaped of the building he was on. Jazz jumped on top of the blinded Brawl, and pulled off one of his Rocket Launcher. The Decepticons eventually regained sight, and Brawl grabbed Jazz and threw him aside. Skywarp flew overhead, followed by Skydive. Skywarp quickly transformed at fired his Vulcan machine gun, before transforming at flying off again. Skydive however, went to help the three Autobots on the ground. He landed in front of blast off and fired his machine gun. Blast Off shrugged of the shots and fired his laser cannon. The Shot was surprisingly powerful, and sent Skydive flying backwards. Grindor eventually grabbed Sideswipe and threw him into the rest of the Autobots.
"Your cause is lost, give in now" Grindor shouted "Really? When i last checked, you didn't have the Matrix, and you hadn't found Bee, Holly, or Jetfire" Jazz said "Wrong, the Matrix is now in our possession" Grindor replied "Soundwave found your Autobot friends guarding the human. They are dead"
"You re Bluffing" Jazz said "And Soundwave made sure that the Human child died slowly and painfully. It is a shame that one so small could endure so much pain" Grindor continued "No!" Rebecca shouted, giving away their hiding place Grindor turned to face them. Suddenly Sideways drove behind them and transformed "Seize them!" Brawl ordered "Leave them alone!" Streetwise Shouted "They will soon join the other human child in death" Grindor said As Sideways went to grab the children, Sideswipe darted in to save them. He pulled out one of his laser cannons, and shot at the Decepticon. Sideways darted backwards, but wasn't fast enough to dodge Sideswipes blades, which cut through his chest. Grindor opened fire on Skydive, who also shot back. Grindor took the brunt of the shots, and staggered backwards. Blast Off transformed and flew off, seeing that he wouldn't survive. Brawl followed, startling Grindor.
"Looks like your back up is history" Jazz taunted "No matter, soon this planet will be history and you along with it"
Grindor transformed and flew off. The Autobots didn't pursue, as there was no need to.

Optimus dodged Megaton s swings, and fired his ion cannon into the Decepticons chest. Starscream then flew overhead and fired his missiles. The Prime effortless dodged the missiles. Ironhide jumped in to help his friend, and fired his two cannons at Megatron. Megatron jumped back. He noticed his plan beginning to fail, and that his soldiers were beginning to route. Megatron activated his jets and hovered in mid air "You may have won this battle Prime, but your end will come" Megatron laughed as he flew off. "Well, that was easy" Ironhide said "We have to regroup, we are currently very vulnerable" Optimus said