|Season Three, Episode 10|
|Air date||July 5, 2013|
|Written by||Michael Cassutt|
|Directed by||Vinton Heuck|
Megatron plans to repair the Omega Lock and Autobots capture Soundwave.
At Shockwave's destroyed laboratory, Starscream insults Shockwave and he is tempted to make him one-eyed. Starscream tries to have Megatron order Shockwave to stop, but to his surprise, he doesn't intervene. Lucky, Starscream persuades Shockwave not blind him. After Starscream and Shockwave settle their dispute, Megatron asks why the Cyber Matter resembles chaos and Shockwave plans to figure it out. Meanwhile, Megatron comes up with the plan to repair the Omega Lock so he can restore Cybertron and cyberform Earth.
At the Autobot base, Ratchet finishes the repairs to Ultra Magnus's right hand. He informs the others that he repaired his hand the best he would using spare parts and that it should be functional after a long time of therapy. Smokescreen believes that Ultra Magnus's new hand would become his new signature, just like Bumblebee's voice. However, Bumblebee get mad and leaves because he likes his original voice better. Raf translates what he said to Miko and Jack, because they can't understand his beeps and buzzing sounds. Bulkhead tries to make everyone happy by reminding them that Ultra Magnus and Wheeljack did manage to end Project Predacon, but Optimus also reminds him that there is still one that still exists, Predaking.
One the Nemesis, Megatron reassures Predaking that the Autobots will pay for their destruction for Project Predacon. Predaking promises that he Autobots will have his revenge and tells Megatron that the ones they managed to destroy were only the first to come, believing Megatron intends to revive the entire Predacon race, so he (Predaking) could lead them to destroy their shared enemies.
Shockwave informs Megatron that they salvaged the remains of the Omega Lock and that using Earth's technology would be faster for them. Megatron assigns Starscream to get Shockwave the items on his "wish list", while Shockwave figures out how to stabilize to Synthetic Energon formula.
The next day, Agent Fowler comes in informing the team the the Decepticons have broken into nuclear plant and swiped 20 tons control rods. Optimus begins to wonder what they are building.
On the Nemesis, Shockwave realizes that the Synthetic Energon formula, that Knock Out got from Ratchet, is incomplete and is the source of their instability problem. Megatron wants him to quickly complete it so they can repair Cybertron and cyberform Earth. Megatron's statement seems illogical to Shockwave, so he questions why he wishes to rule two planets and he learns that Megatron believes that Cybertron and Earth are linked, by Primus (Cybertron) and Unicron (Earth) and that him rule only one would mean he's never is truly ruling neither.
Fowler reports that the Decepticons are currently robbing a place. Ratchet activates the Ground Bridge for the team and stops Ultra Magnus from leaving the base. He reluctantly stays behind with Ratchet.
Soon the Autobots arrive at their destination and the Vehicons try to leave with their stolen goods. Behind in the sky is Soundwave, who opens a Ground Bridge for the Vehicons and deploys Laserbeak to slow down the Autobots. Optimus takes to the skies in robot mode and fight Laserbeak and Soundwave. The Vehicons escape, but Optimus pulls out his gatling gun and shoots Soundwave down to the ground. Laserbeak escapes while Optimus and the others transport the Decepticon to their base.
On the Nemesis, Starscream ask Megatron if he believes that Soundwave will leak information to the Autobots, but Megatron isn't concerned knowing that Soundwave will be able to withhold information from the Autobots.
Optimus Prime interrogates the Decepticons' communication expert, but gets nothing other than a mocking play of his voice with added music and a purple smile on the face/screen. Optimus threatens that they will use force if he doesn't talk and Soundwave plays a high pitched sound and makes all in the room have pain in their ears. Ratchet believes they should open him up to read his data. Soundwave quickly deletes some data and tells them, in his own voice, "Soundwave superior, Autobots inferior." before going off-line. Ratchet informs the others that Soundwave's life signs are stable, but he crashed his own drives to prevent them from reading it.
On the Nemesis, Shockwave located the item need to power to repaired Omega Lock, a particle collider synchrotron. However, he isn't so lucky working on the Synthetic Energon's missing part in the Synthetic Energon formula. Megatron recalls that Knock Out acquired the incomplete formula from Ratchet, an Autobot who hardly leaves the base. They decide to send Laserbeak to Soundwave to inform him of his new objective; recruit Ratchet. Laserbeak is deployed to follow Fowler to their base.
On the phone, Fowler informs Prime that he has to he his superior and will be back at the base soon. Unknown to him, he is being followed by Laserbeak.
On the Nemesis, Megatron sends Predaking to their next target to prevent Autobot from interfering. Predaking states that he would be glad to battle Prime again, but his cocky attitude makes Megatron mad because his forces are shrinking and he tells him to fight as a beast.
On the way to the base, Fowler, who is still being followed, informs the Autobots that the Decepticons are attacking Solaris particle collider project, at the South Pole. Ratchet tries to stop Ultra Magnus from leaving, but thanks to Wheeljack, he is allowed to go to the battle. Before Optimus leaves, he has Bulkhead and Smokescreen stay behind to watch Soundwave.
While Ratchet tries to figure out why Megatron wants a device strong enough to create a black hole, Agent Fowler arrives at the base, with the spy still following him. Ratchet realizes that Megatron could use the power to instead of destroying a world, he could create one. Ratchet then calls Optimus, who's at the south pole, to inform him about his hunch that Megatron wishes to rebuild the Omega Lock. He also ask if they should let him proceed. Optimus says no because Megatron would likely cyberform Earth too, leaving Ratchet disappointed because he longs to go home.
At the South Pole, Predaking flies in and greets them with a blast of flames, sending the Autobots running. Optimus tells to Autobots not to let to Decepticons let their objective, the collider, and he heads off to battle Predaking. Optimus distracts Predaking with his gatling gun and files up to engage him in aerial combat, while that others run in to stop the Decepticons. He holds his own with the beast, but eventually he get knock out of the sky with a swift smack a Predaking's tail.
Inside the building, the Autobots run into a squadron of Vehicons and exchange gunfire at each other. In the next room, Shockwave watches the troops retrieve their objective.
At the base, Smokescreen tries to reassure Ratchet that their planet will be repaired. Fowler comes in and is followed by an unwelcome guest. The Autobots at the base try to prevent Laserbeak from hooking up with Soundwave, but they fail and Soundwave comes back online. Soundwave, with his new objective, he blocks the Autobots attacks and heads in for his target, Ratchet.