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| - We return to Earth, where The Headmaster is at the mines, looking for his Headmaster unit. He eventually finds it, declaring payback. After he discovers his unit, he finds the beat-up body of Starscream. We return to deep space, where Megatron boards the offline Omega Supreme. He pulls out his swords, just before Omega Supreme springs to life. He grabs Megatron and rips off his arm blaster and takes his swords. Megatron then tricks Omega into thinking Megatron's his prisoner. Megatron tries to trick Omega into locating a Space Bridge and transwarping him to Cybertron. Omega agrees, and transwarps. But when they arrive at the destination, it is not Cybertron. The scene switches back to Earth, where Bumblebee and Bulkhead are looking for Space Bridge parts at the mines. Bumblebee finds a Retrivial generator and asks if that's what they were looking for. Bulkhead says no and that they were looking for a Plasma Dynamic Thruster. Bumblebee finds it and Bulkhead tells him to put it aside. Bumblebee blows the dust off it and gets quite a surprise, after he blows off the dust, the Plasma Dynamic Thruster activates and Bumblebee transwarps. After Bumblebee transwarps, Bulkhead turns around, asking to see the Thruster. He realizes Bumblebee's gone, and hears the sound of jets over the hill. He looks over the hill and sees The Headmaster, now attached to Starscream. The Headmaster hits Bulkhead with a number of laser blasts, and covers him with rocks. Back at Sumdac Tower, Optimus tries to get Sari to talk to her father. Sari denies him, and Optimus gives Isaac Sumdac a call, telling him that he and Sari were going to the Burger Bot. When Sari and Optimus arrive, Sari gets angry that Optimus set her up. As Sari and Isaac argue, The Headmaster lands and tries to kill Sari and Issac.
- Somewhere along the outer rim of the galaxy, a contingent of Autobots led by Rodimus Prime defends space bridge 687-030 against the Decepticons' "Team Chaar", led by Strika. She, Oil Slick and Cyclonus strafe Brawn, Ironhide and Hot Shot, badly injuring Hot Shot's leg and forcing team medic Red Alert to perform an amputation. Before she can do so, however, she is swallowed up by Spittor, who explosively vomits her back at her team. Rodimus contacts the Elite Guard for backup, but the Autobot forces are spread much too thin, defending space bridges from Decepticon attacks all across the galaxy. Oil Slick and Cyclonus proceed to take down Brawn and Ironhide, leaving Rodimus on his own, at which point Blackout arrives and all but finishes the fight with a huge electromagnetic pulse. Rodimus still has some fight left in him, but it drains away when Oil Slick offlines him with a vial of Cosmic Rust. Strika contacts Shockwave on Cybertron, who informs her that nobody is to TransWarp to the planet until Megatron himself arrives. But Megatron was supposed to be there megacycles ago...Off in the depths of space, the disembodied head of Starscream attempts to remove Megatron's stasis cuffs with his teeth as the Decepticon leader berates him all the while. As Starscream begins bellowing back at Megatron, the AllSpark fragment in his forehead begins to glow, and he undergoes a surprising transformation: His mouth converts into a sonic blaster that shoots the cuffs clean off Megatron's wrists. There is no time for the two villains to celebrate, however, as the giant form of Omega Supreme materializes above them. But after a moment, Megatron realizes that the colossus is offline...On Earth, as the Autobots return to Detroit, Professor Sumdac explains Sari's origins to her as best he can, revealing that he discovered her in his laboratory years ago, in the form of a small, liquid metal robot. Sari finds the story hard to believe, and her strained patience reaches its end when the group returns to Sumdac Tower and confronts Porter C. Powell and Henry Masterson. Powell tries to smooth things over with Isaac, but Masterson's belligerent attitude dispels any attempts at peace, which is further ruined when he demands the Autobots return his Headmaster, or "heads will roll". Having entered the lab from the elevator behind them, Optimus picks up Masterson and asks for clarification on his threat. Isaac immediately fires both Powell and Masterson, but Masterson refuses to vacate the premises, and Powell takes another shot at Sari's disputed parentage. In a moment of anger, Sari's hands transform into energy projectors that hurl the two men into the building's elevator. This newest revelation pushes Sari over the edge, and she walks out on the man she can no longer even think of as her father, returning to the Autobots' base with her "fellow robots". While Ratchet examines Sari—deducing that she's basically human, but partially Cybertronian—Prowl departs to carry out some research of his own. With Ratchet lost in his memories of Arcee, Bumblebee and Bulkhead head back to the Decepticons' destroyed mine base to salvage some equipment that will let them contact Cybertron and inform the Autobots there of the traitor in their midst. On a small planetoid somewhere in space, Blurr is still trapped in a cement blob with Starscream's egomaniacal and cowardly clones. Blurr proposes using sonic pulses to dissolve the glue, and the egomaniac takes the idea for his own and successfully frees them. Blurr immediately speeds off, launching into space and literally running across the galaxy, ricocheting off everything in his path (including the egomaniac) to get back to Cybertron and inform the Elite Guard of Megatron's invasion plan. Megatron and Starscream force their way into Omega Supreme's body, but this action brings the giant Autobot back online, and his internal systems immediately seize the Decepticons. Megatron exploits Omega's simple processor and convinces the titan to take him back to Cybertron "to face justice". Omega transforms back into ship mode and TransWarps off toward Cybertron. Back on Earth, Bumblebee and Bulkhead are searching through the ruins of the mine when Bumblebee discovers a plasmadynamic thruster space bridge component that abruptly TransWarps him away. While Bulkhead is wondering where his buddy went, he is suddenly attacked by Henry Masterson, who recovered his Headmaster unit and Starscream's headless body from the mine the night before. At Sumdac Tower, Prowl shadows Sumdac into his laboratory, quickly accesses his computers, and scans the scientist in an attempt to learn more about Sari's origins. Ratchet is having distinctly less luck back at the Autobot base, where Sari refuses to let him perform an exploratory surgery. The whole unpleasant affair reminds Ratchet of his past on Cybertron, when he performed open-processor surgery on Arcee and discovered she was carrying the codes that were key to the creation of Omega Supreme. Prime snaps Ratchet out of his flashback with the news that he cannot contact Bumblebee and Bulkhead, and Ratchet heads out to the mine to investigate.With the other Autobots busy, Optimus Prime tries to patch up the Sumdac family feud by surreptitiously opening a comm channel to Professor Sumdac's laboratory and explaining loudly and at length to Sari that he is going to take her to Burger Bot. Sumdac catches on and heads out to meet them there, but Sari is furious at being set up and refuses to talk to him. Unfortunately, the Headmaster soon arrives, having picked up Prime's phone call through bugs left in Sumdac Tower, and threatens to unleash t0t47 0wN4ge!Optimus Prime engages the Headmaster, binding him with his grapplers and dragging him around the Burger Bot parking lot before taking a moment to usher the Sumdacs to safety behind a dumpster. The fight carries the two combatants to an overhead roadway and back, with the Headmaster eventually downing Prime with a slab of concrete. Sumdac is forced to take action, and he hides Sari within the dumpster so that he can draw the Headmaster's attention and keep her safe. Touched by this, Sari unleashes her energy projectors on the Headmaster in defence of her father, though they do little to the villain other than draw his attention. Prime rejoins the battle just in time, ramming the villain in truck mode and goading the Headmaster into trying to transform Starscream's body as well. Infuriated by Prime's claim that a n00b such as he would find it difficult, the Headmaster tries to meet the challenge... only to find his Headmaster unit squeezed clean off Starscream's body by the transformation process. As Starscream's lifeless carcass spirals off into the river, the Headmaster is apprehended by Prime and handed over to Captain Fanzone. Back at Sumdac tower, Prowl reveals his findings to Prime, Sari and Sumdac: He believes that the body Sumdac found in his lab was, in fact, a Cybertronian protoform that scanned Professor Sumdac's genetic data. Sari takes the revelation in stride, although everyone else remains mystified as to how a protoform wound up on Earth in the first place. There is no time to dwell on the subject, however, as Ratchet radios Prime to inform him of Bulkhead's injuries and Bumblebee's disappearance. Out in space, Omega Supreme re-emerges from TransWarp, and his systems all power down, having been sapped of energy by the effort of the teleport. Megatron attempts to escape from the confines of the giant Autobot's body, but without his weapons, he is unable. Starscream's new sonic blaster is similarly ineffective, and Megatron instead schemes to take control of Omega's very body.On Cybertron, Shockwave (in the form of Longarm Prime) is informed by Cliffjumper that the space bridge network has been shut down to prevent a Decepticon invasion of the planet. Suppressing his frustration, Shockwave is promptly presented with an outlet for his anger when Blurr comes streaking out of the sky and crashes at his feet. Blurr informs him of the double-agent on Cybertron, whom he plans to identify by cross-referencing his voice-print with the Cybertron intelligence database, and Shockwave immediately attacks the speedster, intent on silencing him before his cover can be blown. Blurr streaks off into a series of nearby corridors, but his speed fails to carry him beyond Shockwave's reach: Using a control console, Shockwave seals off the tunnels, and Blurr is crushed between two walls. Back on Earth, Ratchet's treatment of Bulkhead is interrupted by Sari, who volunteers use of her Key to fix the larger Autobot's wounds. Ratchet is indignant, insisting that just because something is new, it doesn't make it better, but Bulkhead requests the Key. While Sari goes to work on Bulkhead's injuries, the sullen medic is overtaken by his memories; he recalls the creation of Omega Supreme and how he was partnered with the newborn titan to serve as his mentor, teacher and friend. Ratchet is roused from his unpleasant trip down memory lane when discussion turns to the whereabouts of Bumblebee, and before long, Bulkhead figures out that the plasmadynamic thruster has TransWarped Bumblebee off across the galaxy. Bulkhead suggests using a retrieval beacon generator recovered from the mine ruins to pinpoint Bumblebee's location, and Sari uses her Key to fix it before Ratchet can even begin examining it. Aboard Omega Supreme, Megatron uses his stasis cuffs to "hotwire" Omega's body and bring it back online. However, when the light from Omega's "headlights" falls upon a nearby asteroid, Megatron and Starscream are shocked to see the rock react to the light, transforming into a humanoid monster that immediately attacks the ship! As more asteroids transform around him, Omega TransWarps away to safety...only for Bumblebee, cruising on the tail end of Omega's TransWarp field, to materialize in his place, right in the midst of the rock creatures! The largest creature swallows the tiny Autobot with a single gulp. Simultaneously, on Earth, Bulkhead locks in on Bumblebee's position and teleports him back, but the rock creature he is inside comes with him and is immediately driven to a rampage by the blinding light of the Sun. Optimus Prime detects Bumblebee's signature within the creature, and the Autobots prepare to give chase as the alien stomps off through the city. Prowl is rather taken aback to see Ratchet wearing his EMP generator on his arm once more, while Prime has to deal with Sari's demands that she be allowed to join them in the fight now that she has powers. Prime refuses, and the Autobots zoom off after the rock monster, but Sari won't take no for an answer and is struck with inspiration: Give herself an upgrade! Sari concentrates, and a port opens in her chest, into which she inserts her Key...and in an explosion of energy, Sari's whole body transforms into a taller, older form, suited in combat armor!Meanwhile, Megatron has discovered that Omega Supreme has again expended all his power, and his stasis cuffs do not have the energy left to rectify the situation. He grabs Starscream's head and jams it into the circuits, where the traitor's AllSpark fragment energizes Omega's systems once more.Back in Detroit, the Autobots are attempting to figure out how to stop the rock creature without hurting Bumblebee, when the upgraded Sari comes streaking onto the scene on jet skates. As the Autobots look on in shock, Sari begins attacking the alien with arm-blades and an energy-hammer that morph out of her arms. A single strike of the hammer reduces the alien to boulders, freeing Bumblebee, who is immediately struck by Sari's new look, but then shouts a warning: The smaller boulders surrounding the pair have transformed into small creatures. But the creatures pose no threat to Sari, and she pounds them into pebbles. As Sari basks in her triumph, Ratchet realizes with horror that she has used the Key on herself. The elderly Autobot's concern is soon proven valid, as the Key overloads Sari's systems, and she loses control of her body. With Sari attacking everything and everyone around her, the Autobots attempt to stop her with a variety of non-lethal strategies, but Sari counters everything they throw at her, including Prowl's processor-over-matter technique. Even as Prime and Sari tell Bumblebee to keep back, the young Autobot races to his friend's side...only for the out-of-control Sari to stab him through the chest! Frozen for a horrific moment, Bumblebee is then hurled back by an energy discharge, and the light dims from his optics... Ratchet leaps to Bumblebee's aid, but without Sari's Key, Bulkhead fears his little buddy is done for. Ratchet denies that he requires the key to do his job, but his memories of when he was forced to place the dying Omega Supreme in stasis haunt him as he begins to operate on Bumblebee.Sari, meanwhile, is storming through the city streets, causing objects to explode when she comes into contact with them, and the Autobots head after her, seeking to remove the Key in hopes of bringing her back under control. They corral her with a wall of steel girders, affording Prowl the chance to get the drop on her and rip the Key from her chest, but Sari continues to rampage. With Bumblebee fading, Ratchet goes back on his previous claim and requests the Key be brought to him, but when Prowl complies, he discovers that the energy of the Key has been completely drained. Prowl assures Ratchet that he can accomplish the task without the Key, and the old medic gravely takes up the challenge and manages to bring Bumblebee back online. Back with Sari, Prime and Bulkhead, Sari's energies are growing increasingly more out of control, as the street beneath her explodes with every step she takes. Bulkhead suggests just trying to "hold it in," but when Sari tries, things get even worse, as she begins to glow with so much energy that she is on the verge of exploding. Optimus summons Ratchet so that he can use his EMP generator to take Sari down, and while Ratchet is hesitant to do so, Sari begs him to stop her. Ratchet fires, and Sari collapses, her energy fading.On Cybertron, Longarm Prime has Cliffjumper dispose of the crushed remains of Blurr and is then contacted by Megatron. Learning that the space bridge network is down and that the Earth-based Autobots are poised to blow Shockwave's cover, Megatron orders the Decepticons to cease their attacks on the space bridges so that he can solve both problems his own way. Team Chaar receive the transmission and fall back, much to the Elite Guard's surprise.In the Autobots' base, Ratchet completes a rewiring of Sari's systems, bypassing the circuits that caused her to run out of control. Professor Sumdac soon arrives, having been informed of the location of the base by Optimus Prime. The Autobots are a little upset by this, but Prime makes it clear that there are to be no more secrets in this "family". The Autobots step outside the plant to give the Sumdacs some time together, and are in the middle of catching Bumblebee up on recent events when the small Autobot suddenly begins to glow with TransWarp energies once more. Bulkhead quickly deactivates the plasmadynamic thruster, but the source of the TransWarp wave the thruster was picking up soon becomes apparent, as Omega Supreme materializes in the sky overhead. Much to the Autobots' surprise, the titan fires upon them before transforming to robot mode, revealing a projected image of Megatron's face upon his visor! The Decepticon leader is in complete control of Omega's body and begins attacking the Autobots, forcing Optimus Prime to consider unleashing an uncontrollable Sari on the giant. Before resorting to this desperate last resort, the Autobots attempt to lure Megatron away from the city. Ratchet even upgrades Bumblebee's stingers to a more powerful battle grade for the mission. Taking refuge in the nearby river, the Autobots attack Omega's legs, forcing open an access hatch through which Prime and Prowl enter Omega's body. Battling Omega's internal defences, Prowl taps into Omega's processor in order to help him fight off Megatron's control, and they succeed in forcing Megatron out of the system. Prime engages Megatronin order to keep Prowl safe, but as their battle rages, Starscream seizes control of Omega's mind and forcibly disconnects Prowl from Omega's processor. Prime and Prowl are unceremoniously ejected from Omega Supreme's body, but Starscream is not finished there; he uses Omega's internal defences to seize Megatron, and resumes attacking the Autobots all around him. Megatron manages to talk Starscream into an alliance, suggesting they forget Earth and conquer Cybertron together. Starscream struggles to activate Omega's TransWarp system, and while his attention is occupied with this task, Omega's consciousness fights its way to the surface and begs Ratchet to shut him down again. Ratchet regretfully unleashes his EMP generator upon Omega, but it has no effect, and Starscream transforms Omega into starship mode in order to begin the TransWarp. Bulkhead and Bumblebee hit upon the idea to plant the plasmadynamic thruster on Omega Supreme, and they hand it off to Prime to complete the task. Prime plants the thruster at the last second before Omega disappears into TransWarp, and Ratchet catches Prime with his magnets as he falls out of the sky. Back at the Autobot base a little later, Sari comes to and admits to Ratchet that he was right about taking it slow. Sumdac apologizes for holding back the truth from Sari for so long, and Bumblebee thanks Ratchet for saving his tailpipe. Unfortunately, Bulkhead brings the mood down by reminding everyone that they still have to find a way to contact Cybertron.On Cybertron, Ultra Magnus holds an Autobot council and announces that all the evidence points to a double agent on Cybertron. Longarm Prime implicates escaped convict Wasp, and Ultra Magnus instructs Sentinel Prime and Jazz to put together a unit to hunt the fugitive down. Magnus also notes that he has to make contact with Optimus's crew on Earth, and Longarm hastily demands that all contact with them be filtered through him, responding to the council's wary looks by adding that it will be purely for security reasons. In the sky above Cybertron, Omega Supreme materializes, and Starscream howls with glee...only for the Autobot spaceship to TransWarp away immediately to another random point in space...and another...and another...
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