|Season Three, Episode Four|
|Air date||April 12th, 2013|
|Written by||Steven Melching|
|Directed by||Scooter Tidwell|
Team Prime wages war against the Decepticon citadel.
The Autobots prepare to attack Darkmount, Agent Fowler states that the U.S. military has the capability to destroy the fortress but cant make a move with Megatron's cannons aimed at important major cities. Ultra Magnus plans to have the Autobots infiltrate the fortress disable the fusion cannons. Due to the fact that the fortress is shielded from unauthorized Ground Bridges, the Autobots have to deploy a deception technique to enter the base.
Down underground, Smokescreen is not sure if he is ready to be Prime. Optimus states that when it is time, Matrix of Leadership will show it self to next Prime.
Jack use he cellphone at a gas station and the signal is pick up by the Decepticons. Starscream deploys a team of Decepticons to investigate, but Ratchet Ground Bridges him safely to the Harbinger. Miko calls calls for pizza to lure out more Decepticons from Darkmount. Ratchet then has Jack make a fake transmission from a Decepticon Energon mine, Starscream then send some Insecticons to protect their mine. With the Decepticons forces scattered, the Autobot Ground Bridge to attack the fortress and Fowler gets the military ready to attack when the cannons are off.
As the report that the mine wasn't under attack, Megatron wants to know why the Decepticons are all over the world. Soundwave found that the Autobots are using the Harbinger as a new base. Starscream was about dispatch Decepticons to attack their base, but Darkmount became under attack instead. Down on the ground, Wheeljack and Bulkhead throw grenades at the base of Darkmount and use their new weapons on attacking Vehicons. Arcee and Bumblebee also join the fight and start to smash Vehicons.
Shockwave seeing to perfect moment to please Megatron, suggest to unleash the Predacon to attack the Autobots. The Predacon enter the battle and chases Ultra Magnus's, but Ratchet opens up a Ground Bridges it to the Arctic where it freezes. Shockwave leaves the ship and starts jumping down the fortress.
The dying Optimus begins to see his former teacher, Alpha Trion and the Well of Allsparks. Optimus worries about the fate of the Matrix and his teacher assures him that there will be a new leader to take his place.
Arcee reports to Ultra Magnus that they are inside the base but they are not able to get to the objective. Ultra Magnus takes the maters on his own hands and enters the base's fusion cannon control room only to be meet by Megatron. Ultra Magnus and Megatron began to fight. Meanwhile, Shockwave hit the ground and starts to fight Bulkhead and Wheeljack. Elsewhere, Arcee and Bumblebee and fight their way in to the fusion cannon's control room, but end up getting surrounded by Vehicons.
While the Autobots are defeated, Optimus was about to join with the Allspark, but Smokescreen places the Forge of Solus Prime in Optimus's hand and the cavern gets filled with blinding light.
Under Megatron's orders, Ultra Magnus and the rest of the Team Prime are to be executed and the cannons fired at the nearest city. Starscream happens to see a incoming object coming at their base. At the Harbinger, Ratchet also picks up the signal and realizes it an Autobot signal. Now the object is in visual range, the Decepticons learn it is Optimus in a new and improved form. He then knocks him off his feet and send him flying in to his throne. After being to be Ultra Magnus, he sets out to destroy the fusion cannons. The capture Autobots hearing the news the Optimus is back, over throw their captors.
Filled with rage, Megatron takes to the sky and attempts to shoot Optimus out of the sky. Hearing the news of the incoming strike team, Starscream orders that the cannons to be fired, but the are still charging. Optimus punches and throws Megatron into the fusion cannon's power core causing them to become disabled. The Autobots clear the area before the air strike team destroys the fortress. The Decepticons also retreat to the Nemesis. Coming up the highway, Smokescreen sees the the tower crashing down.
Later, at a military base, Agent Fowler thanks Team Prime, was they welcome Ultra Magnus to their team. The Autobot wonder how to restore Cybertron now that forge's power was use to save Optimus.