With a surge of Spidey-strength, Spider-Man breaks free from his restraints. He thanks his irregular ally Doom for disabling Astrotrain. Ratchet and Prowl explain a bit of the situation to the Webslinger, and what must be done. Wolverine, Bumblebee, and Jazz arrive inside the Decepticons' dome. The three find Prowl and Ratchet using Megatron's technology to receive a power-up from Spider-Man. Wolverine has the bright idea that his abilities can also be copied to enhance the good Transformers. When the Autobots are charged, Doom takes a few of party to destroy the Psycho-Prism.