On Cybertron, the Autobots have finally taken control of the four Omega Keys and found the Omega Lock. Just when they are about to reactivate Cybertron, the Decepticons arrive with the three humans, Jack, Miko, and Raf captive. Megatron threaten that if the Autobots do not hand over the Omega Keys, they will kill their human allies by exposing them to Cybertron's atmosphere. The humans were willing to sacrifice their lives for their Autobot friends. Optimus says that they would never sacrifice their human friends to save their own world, and they agree one by one to hand over the Keys after they relinquished their relics.
Bulkhead trades with Knock Out his key in exchange for Miko and Bumblebee trades with Soundwave his key in exchange for Raf, thus leaving Jack the last to be traded. Megatron states that Jack was worth two keys, since he carried the Key to Vector Sigma, so Smokescreen gives up his key as well. Ratchet is contacted by June and then cuts her off to clear the comm lines. Once the Decepticons have all the Keys, they activate the Omega Lock's reconstruction beam. Megatron targets an old, destroyed building to show the incredible reconstruction effect the beam produces. The Autobots, humans, and Decepticons gaze upon the newly reconstructed building.
While Optimus tried to reason Megatron in returning the humans to Earth, Megatron stated they are far better where they were currently. Megatron then asks if Starscream has targeted the Space Bridge where he ordered, to which Starscream replies yes. The Space Bridge opens on top of the Cybertronians and Megatron aims the beam at the Space Bridge. The beam traveled to the other side of the Space Bridge, which leads to Earth. June attempts to contact Jack but watches as the beam is across some place in Jasper. Optimus reveals that the beam would make Earth mechanical to the core, killing all lifeforms in the process.
While Megatron was thinking of renaming his new domain, Optimus, gazing at Jack and Miko's pleas for their world, quickly gets away from being held up by the Vehicons as he gets ahold of the Star Saber and runs towards the Omega Lock. Megatron makes his way to him in a short battle with his Dark Star Saber, but the furious Optimus swiftly cuts his new right arm clean off. He then dodges blasts from the other Decepticons, steps on Starscream's face and slices the Omega Lock, causing a massive explosion. Ratchet comms Optimus and Optimus asks him to open a Space Bridge. Among the rubble, the Autobots run away through a Space Bridge with their human allies. Enraged, Starscream wants the Decepticons to follow the Autobots home, but Megatron says they no longer have a home.
Back at the Autobot base, the Autobots are in despair as Bulkhead informs Ratchet about Optimus destroying the Omega Lock. Ratchet is angry at Optimus because he destroyed the only thing capable of repairing their world. The Autobots gather and discuss the conflict they are in, then they receive a call from Agent Fowler, who tells them to go outside. In the desert outside, there lie a giant Decepticon fortress, the only thing the Omega Lock was able to build before it was destroyed. The Autobots soon realize that the reason the fortress was there was because the Decepticons had discovered the location of their base.
Starscream begins the first wave of attack, which include numerous Fliers and Insecticons. The Autobots, after a short struggle, retreat to the inside of their base, leaving only Agent Fowler driving a helicopter to fight. When Fowler gets cornered, Wheeljack arrives piloting the Jackhammer. Fowler meets with June, who is worried because she had not heard from her son.
Megatron orders the Nemesis to hover directly above the base, where a giant laser cannon is charging. One by one, all of the Autobots, except Optimus who stays to ensure that the Decepticons do not find them, scatter throughout the country through the Ground Bridge. When June and Agent Fowler look at the base, the cannon finishes charging. Optimus takes out the Star Saber to destroy the Ground Bridge's controls. As he makes his blow, the Nemesis fires its cannon on the base, creating a devastating explosion and completely destroying the Autobot base. Both June and Agent Fowler watch in horror.
Megatron and Starscream observe the remains of the base, exclaiming that Decepticon victory was upon them and the divided Autobots had fall. Through the rubble of the destroyed base, Optimus Prime's arm can be seen, laying motionless within in the fallen debris.
- Optimus Prime
- Knock Out
- Silver Jet Vehicons
- Bombshock (Presumed)
- Jackson Darby
- Miko Nakadai
- Rafael Esquivel
- William Fowler
- June Darby
- Peter Cullen as Optimus Prime
- Sumalee Montano as Arcee
- Kevin Michael Richardson as Bulkhead
- Jeffrey Combs as Ratchet
- Nolan North as Smokescreen
- James Horan as Wheeljack
- Frank Welker as Megatron
- Steve Blum as Starscream
- Daran Norris as Knock Out
- Josh Keaton as Jackson Darby
- Tania Gunadi as Miko Nakadai
- Andy Pessoa as Rafael Esquivel
- Ernie Hudson as William Fowler
- Markie Post as June Darby
"I guess we should cancel the welcome home party."
- —Knock Out
"Optimus... we needed that."
"Our opportunity to revive Cybertron has been lost, due to the treachery of Optimus Prime. But from our fortress of New Kaon, we will instead seize control of this world! Decepticons! Transform and rise up!"
"We're still on the same team Doc. Always will be."
"And that's how you wreck a Wrecker!"
"I... never imagined it would end like this."
"Neither did I, old friend."
- —Ratchet and Optimus Prime on the breaking of Team Prime.
"This is the place, all right."
"This was the place."
"United we stand, divided they fall."
- —Starscream and Megatron
- Megatron remembers that Jack was entrusted with the Matrix of Leadership back in "Orion Pax, Part 3". Technically, Jack was entrusted with the Key to Vector Sigma, but the end result is the same.
- Ratchet vaguely references the events of "Hurt" when expressing surprise at Wheeljack's arrival. This also seems to be the reason why no one enlisted his aid for the events of the previous episode.
- Optimus cuts off Megatron's Prime arm, which he acquired in "Alpha/Omega".
- Soundwave began narrowing down the location of the Autobots' base through knowledge of their human allies' residences within Jasper in "Hard Knocks", and Laserbeak was in driving distance of the base when he found Smokescreen. Though considering Megatron was angrily ranting about finding the base at the end of "Inside Job", the Decepticons must've finally found it in the short span of time between then and Megatron's departure to Cybertron in the previous episode, considering Megatron decided to plant New Kaon right on the Autobots' doorstep in this episode.
- "Darkest hour", yet again.
- Megatron commands his troops to "Transform and rise up!", a phrase coined by the Animated Megatron in "Megatron Rising - Part 2".
- Megatron plans to cyberform Earth.
- Megatron got his new right arm severed, a reference to the final battle of Transformers: Revenge of the Fallen where he lost his right arm.
- Optimus Prime explains that the Omega Lock will "cyberform your planet in favor of its new matrix, destroying all indigenous life in the process," a reference to the Genesis Device in Star Trek II: The Wrath of Khan. Spock, describing the effect of the Device on an inhabited world, explains that it "would destroy such life, in favor of its new matrix."
Animation and technical errors
- As in previous episodes, Megatron's jet mode retains the fusion cannon even though he no longer has it.
- During Ratchet's last scene before he enters the Ground Bridge, part of his helmet goes through his chest.
- When Optimus transforms his arm into his regular sword, the Vehicons behind him are suddenly ground units.
- When Starscream takes off with his Vehicon armada, one of the Vehicons transforms and stops mid-air mid-transformed behind Knock Out.
- The Autobots must really be in disarray after the Omega Lock's destruction if they thought it was a good idea to just stand on top of their base (which was already marked with a conspicuous helicopter pad for Fowler) when they know that Laserbeak was within driving distance of the base during "Hard Knocks". Arcee even makes a point about the gravity of the Decepticons being close enough to the base to be able to find the kids right before Fowler alerts them to New Kaon's presence.
- A new type of Decepticon flyer debuts, sporting a silver and grey paint job. According to the season three DVD commentary, they were an off-screen gift from Megatron to Starscream for returning to the Decepticons.
- They also possess a red Decepticon insignia just like Starscream.
- June makes her return in this episode, having not appeared since "Orion Pax, Part 3", way back at the beginning of the second season.
- She also has evidently bought a new car, her old one having been destroyed in "One Shall Rise, Part 1".
- Optimus develops further in this episode, now showing that he is willing to sacrifice even the restoration of Cybertron to save Earth.
- He also makes use of his integrated sword for the first time since the arrival of the Star Saber.
- He makes good used with the Star Saber by cutting Megatron's right arm off, destroying the Omega Lock, launching a beam at an army of flying decepticons, and finally destroying the space bridge controls. This also marks the last time Optimus use any Melee weapons in the series.
- Fowler manages to kill four Decepticons in this episode, two of which he shoots down with the gun on his helicopter. He must have gotten an upgrade after its lackluster performance in "Darkness Rising, Part 3" and "Crisscross".
- Soundwave actually cackles along with Megatron, Starscream, and Knock Out during the activation of the Omega Lock on Earth. His voice is not audible, but the laughing motion of his head is noticeable.
- Megatron is able to transform without his right arm.
- This is the first time that all seven main Autobots have appeared in the same episode.
Main Article: Darkest Hour/Gallery