|Season Three, Episode Five|
|Air date||May 17, 2013|
|Written by||Duane Capizzi|
|Directed by||Shaunt Nigoghossian|
|Rebellion||Chain of Command|
The Evil Decepticons lunch a new scheme to clone an army of Predacons.
Agent Fowler arrives at the Autobot's the base driving a new experimental, all-terrain, expeditionary fighting vehicle, which Optimus approves and scans the truck. Ultra Magnus and Wheeljack return from recovering items from the Autobot's old base. Wheeljack returns with a large ball of scrap metal, tosses to at Bulkhead and it bounces of Bulkhead almost hurting Miko and trapping Agent Fowler in his office. While the other Autobots are busy being mad at Wheeljack and looking at Smokescreen's "new war paint", Optimus is on a mission at an energon mine. Down at the mine, Insecticons uncover something, but were interrupted by Optimus, who was unable to stop one from leaving with a piece of the fossil. Optimus brings back his discovery, the ancient remains of a Predacon and Ratchet explains that it does not Predacons were extinct before most life on Cybertron began and they realize to the Predacon that was chasing them earlier was cloned by Shockwave and that Megatron wants to clone more.
On the Nemesis, the Insecticon returns the fossil. Starscream is stunned by the remains of a Predacons of Earth, until Megatron explains that it is the remains of a Predacon clone and that Predaking was no the first clone and that during the War for Cybertron, he sent a clone army to Earth to attack the Autobots. After they finished their mission, they stayed and eventually died off. Shockwave told Megatron that using the remains, he could create new clones for Megatron.
Back at the Autobot, Ratchet shows the kids images of Predacons from Cybertronian historical texts. Jack recognizes them as robotic versions of Earth's long extinct dinosaurs. Optimus states that were very likely the inspiration for such tales.
Later, Ratchet returns to work on his synthetic energon formula, in hope of replenishing their lost energon reserves. Fowler reports the Prime, that Decepticon activity was spotted in Texas and Scotland. Optimus assigns Ultra Magnus with the de-powered Forge to lead Wreckers to Scotland. While he, Bumblebee, and Smokescreen Ground Bridge to Texas and split up.
Alone, Smokescreen asks Bumblebee if he ever wanted to be a Prime and he replies that he wishes to be a warrior. When Smokescreen asks why Prime hasn't promoted him from scout yet, Bumblebee reveals to him that it's his choice. Then, their conversation is interpreted by Decepticon activity across the way. They move in to attack knocking out some of the Vehicons until the meet Shockwave, who's lugging some Predacon remains. Shockwave makes a quick getaway and run into Optimus Prime, who him out of his altmode. Then, a Ground Bridge opens and out comes Soundwave, who distracts Optimus while Shockwave makes an unsuccessful run the the Bridge and get attacked by Smokescreen and Bumblebee.
When Optimus tries the attack Soundwave, he deploys Laserbeak to knock him out of the air with a electric shock. Over on the overpass, Smokescreen and Bumblebee wrest to fossil out of Shockwave's hands, but end up sending it falling over the edge. When, Prime tries to grab it, Soundwave opens a new Ground Bridge sending the piece to Megatron. The triumphant Decepticons return to the back to the Nemesis.
On board, Megatron decides that Shockwave too valuable to Project Predacon and shouldn't be out in the field. Shockwave agrees to confining himself to his lab and leave the task of collecting bones to Starscream. Megatron states how impatient he is to set his army of Predacons on humankind.
This is the first episode to show a new beginning featuring Optimus's new look battling Predaking and new music.