Megatron faces a life-or-death situation. As the Autobots and Decepticons work together to fight against Scorponok, Starscream tries to seize power.

Above the planet where the Allspark lies, the Autobots and Decepticons battle while Deseeus closes in to exact revenge upon them all.

Mercenary Transformers come upon the Ark adrift in space. As unlikely allies arrive to rescue the imprisoned Autobots, Megatron reveals Project Nemesis.