In the fortress of Kolkular, Megatron recaps how the now-executed Xeon was bribed into ignoring the Decepticons' development of their underground movement. However, Starscream reviews footage of Laserbeak's last aerial recon, which shows that the Autobots are preparing to abandon the planet. Megatron is unconcerned, saying that while Optimus Prime has impressed him with ordering an evacuation, they aren't going anywhere. Meanwhile, at the Decagon, the Autobots are debating the wisdom of Prime going off by himself, when Shockwave and an army of Decepticons attack!