|Season Three, Episode 9|
|Air date||June 28, 2013|
|Written by||Steven Melching|
|Directed by||Shaunt Nigoghossian|
After learning that Predaking has sentient, Megatron decides to end Project Predacon.
Megatron enters an abandoned mine and Starscream reluctantly follows. Megatron reminds him that his plans to create a super solider cost them the Insecticons and half of their troops. Starscream quickly begging for mercy, while Megatron continues to walk into mine, he realizes that they at at his off-site laboratory. After walking past the many cloning tanks, Megatron learns from Shockwave, that his Predacon Army will soon be ready for combat.
Knock Out comes down on a lift and is watched by Predaking. Knock Out unloads the Synthetic Energon and Shockwave informs him that after the Predacons are deployed, he would be able to determine its worth to the Decepticon Cause. Predaking comes out of the shadows with a roar and interrupts them. Starscream hits him with a pipe and he transforms and threatens to return violence. Shockwave explains to the shocked Decepticons, that transformation is a part Cybertronian biology and that there was no information that they could transform before they became extinct in the Great Cataclysm. Megatron is unhappy that he was keeping secrets from him, but Predaking explains that he recently became aware of his abilities and that he learned from the Nemesis's data banks.
At the Autobot Base, Ultra Magnus urges Ratchet to hurry on his Synthetic Energon experiments, questions why the team is resting after returning from their missions when they would be on more missions, and he demands to know that Wheeljack was doing outside without his orders. Optimus Prime returns from his recon mission and informs that team that Megatron may have acquired enough fossils to clone a Predacon Army and he realizes that they team isn't fond of Ultra Magnus being in command.
On the Nemesis, Predaking confirms his loyalty to Megatron and requests to be the Predacon leader. Megatron realizes his ambition and arranges a secret meeting. Megatron informs the others that Predaking and the Predaking could turn on them and that they need to be destroyed. Knock Out asks what would happen if Predaking finds out their plan, but Starscream comes up with the plan, the Autobots kill the Predacons, Predaking finds out, and destroys to Autobots or dies trying.
Ultra Magnus watches the humans preform their drills and Optimus comes to learn about his problem. Magnus knows that the Autobots don't like his command style. Optimus tries to comfort his old friends by telling him that the team is greater that an army. Their conversation is cut short after Ratchet informs him the scanners have located Energon. Optimus orders them to investigate because their supply is getting low.
The Autobot tries to commandeer the mine and quickly wipe out the Decepticons forces. Optimus tells Arcee and Bumblebee to transport the Energon back to the base, while the Wreckers and Smokescreen investigate the mine.
The Wreckers stumble upon Shockwave's laboratory and Shockwave, himself. Shockwave notices them and fires on them before realizing that Starscream's plan was in motion. He requests Ground Bridge and drains the tanks. On the Nemesis, Starscream informs Megatron, who is next to Predaking, that the Autobot have Predacon clones. Megatron orders him to get his armada, but Predaking instead goes alone.
As the stasis liquid drains from the tank, cause the Predacons to stir, Wheeljack spots the Synthetic Energon. With, Ultra Magnus's permission, Wheeljack tosses and grenade and the Energon and quickly try to leave, they encounter Predaking.
On top, the Autobots feel the blast from below.
Predaking quickly retaliates and sends they flying with his powerful blows. Ultra Magnus and Wheeljack tries to counter attack, but Predaking defeats them and crushes Ultra Magus's hand beneath his foot. Wheeljack informs Ultra Magnus that he was just starting to tolerate his command and Ultra Magnus tells him that is was a honor serving with him. Before Predaking could finish them, Optimus flies in and saves his team by knocking Predaking off and firing his gatling gun at the ceiling stopping him long enough to save them. Predaking tries to chase them, but the escape thought the Ground Bridge.
At the base, Ultra Magnus finds himself being operated on by Ratchet, who is tries fix what remains of his hand. Optimus finally tells him what is stronger that an army is a human concept, family.
On the Nemesis, Megatron promises to Predaking that the Autobots will pay for destroying the Predacons. Starscream and Knock Out from afar, are amused at his promise, knowing he wanted the Predacons destroyed. Shockwave informs to Predaking that the clones couldn't be salvaged and he tells Megatron he found something else. Megatron and Starscream head down to see it and find pure Cyber Matter, which existed on Cybertron and crafted Megatron's fortress on Earth. Shockwave believes it was created in the blast, when the Cybernucleic Acid and Synthetic Energon mixed.