Agent Fowler calls the Autobots, furious about a Transformer fight outside Omaha with possible collateral damage. As the Autobots are all at base, Ratchet suggests the Decepticons are to blame, however a video feed reveals the combatants as a Skyquake-type Decepticon and Wheeljack. Fowler demands that the situation be handled pronto and warns them that if not contained, they'll be on the eleven o clock news.
Fowler reaches the battleground in his jet first and demands the pair stop, only to be fired upon by Wheeljack. A Ground Bridge opens up, and the Autobots step out to help Wheeljack. Outgunned, the Decepticon seizes the opportunity to scan Fowler's jet and make his escape. Wheeljack fires after him, blowing up a gas station. Though Wheeljack believes that Dreadwing was to blame for the explosion, he's informed otherwise.
Back at base, Ratchet repairs Wheeljack, who apologizes for the damage and explains his pursuit of Dreadwing. He had found his fellow Wrecker Seaspray, only for his friend to be blown up by Dreadwing. After several solar systems worth of pursuit, Wheeljack caught up with the Decepticon on Earth. Optimus infers that Dreadwing has come to pay allegiance to Megatron. He tries to stem Wheeljack's hotheadedness, and Fowler arrives to admonish Wheeljack for nearly blowing their cover. Wheeljack doesn't take well to being called part of the team, and walks off, followed by Bulkhead who intends to placate him. Optimus does his best to smooth things over with Fowler.
Dreadwing rendezvous with the Nemesis. Megatron welcomes his loyalty, but Dreadwing reveals he has come to Earth to avenge his spark-twin Skyquake. When Megatron confirms Skyquake's death, the Seeker vows to make every Autobot on Earth pay, but Megatron would rather Dreadwing follow his orders.
As Wheeljack works on his ship, Bulkhead attempts to change his mind about the planet. Inside the Jackhammer, a challenge comes through over the commlink from Dreadwing. Wheeljack straps in to meet the 'Con, and convinces Bulkhead to come as well.
Dreadwing faces off against Wheeljack, both determined to finish their business. They exchange fire, and Dreadwing runs, leading Wheeljack past a series of proximity bombs that the Autobot evades. Dreadwing runs into a dead end, but it turns out to be a trap—as Bulkhead appears atop the crevice, a last bomb on the cliff face explodes, burying the two Wreckers under rubble as Dreadwing flies clear.
At base, Ratchet finds Bulkhead's transmission over a thousand miles away. At Optimus's inquiry, he says that no response has been made.
In the crevice, Optimus helps Wheeljack out of a pile of boulders and reprimands him for endangering Bulkhead. Ratchet informs Optimus over comm that Bulkhead's signal has moved.
Wheeljack and Optimus fly to Bulkhead's location, a shipping depot. On the trip, Optimus makes conversation with Wheeljack and states Wheeljack and Bulkhead has quite a history but Wheeljack prefers to work alone. Wheeljack says the Wreckers scattered a long time ago and alone usually isn't complicated. They find Bulkhead in an unfortunate predicament, strapped to a crate with a bomb wired into his chest. Wheeljack gets to work defusing the bomb. From the top of a crane, Dreadwing looks on. He receives a transmission from Megatron, and reveals what he's doing. Meanwhile, Bulkhead tries to stop Wheeljack from continuing his attempts to defuse the bomb and the pair notice that Optimus is gone.
Megatron allows Dreadwing to continue his plan, though he muses to Soundwave that he does not expect Dreadwing to come back. At the depot, Dreadwing notices Optimus is missing in time for the Autobot leader to appear nearby and appeal to Dreadwing's sense of honor. Dreadwing refuses the offer of defection, and fires upon Prime, who escapes into the maze of containers.
Realizing that Wheeljack is unlikely to defuse the bomb, Bulkhead takes matters into his own hands, punching out Wheeljack, tearing out of his restraints, and running away from his friend. Elsewhere, Dreadwing continues to spar with Optimus, but loses him from his sights. Bulkhead heads towards the water to muffle the explosion, but is stopped by Wheeljack, who has come to the realization that Optimus has the right idea—they need Dreadwing to defuse the bomb.
Searching the dock, Dreadwing is ambushed by Optimus crashing down on top of him with a shipping crane. Pinned, Dreadwing is surrounded by the three Autobots. Though he claims he would rather destroy himself if it will avenge his brother, Optimus calls his bluff, and he defuses the bomb. However, not about to leave empty handed, Dreadwing sets off the many bombs he had placed throughout the port, and flies off. Wheeljack wonders who will clean that up.
On the Nemesis, Megatron gloats about Dreadwing's defeat, but seems mildly surprised that the Seeker still lives. Dreadwing, in the wake of his defeat, pledges his total loyalty to Megatron.
At the base, Wheeljack apologizes for his misjudgment about Optimus earlier. The Autobots, sans Ratchet, convince Wheeljack to stay on Earth, though he opts to explore the planet. He's soon driving away with a new alternate mode.
Characters in italics appear in flashbacks.
- Kevin Michael Richardson as Bulkhead
- James Horan as Wheeljack
- Peter Cullen as Optimus Prime
- Sumalee Montano as Arcee
- Jeffrey Combs as Ratchet
- When Wheeljack faces Dreadwing in the forest, the scar on his left shoulder (that was inflicted by Dreadwing in their first showdown on Earth) seems to have disappeared. Few moments later it's there again.
- When Ratchet finds Bulkhead's signal, the state of Louisiana is missing on the U.S. map where the signal is located.
- When Wheeljack is chasing Dreadwing through the chasm, his grenade can be seen on his hip, despite it having been used earlier.
- When Ratchet is fixing the scar on Wheeljack's arm, Wheeljack's shoulder clips through his chest.
- Fowler really needs to stop flying that jet of his around Decepticons who look like they turn into jets. He seems to be getting tired of it.
- Wheeljack finally takes an Earth-based vehicle mode, which is helpful since he becomes a recurring character after this point.
- Dreadwing's proximity bombs have plates resembling his wings.
- Optimus didn't look very comfortable in Wheeljack's ship.
- Megatron actually sounds irritated when he's warning Dreadwing against going after Optimus. Seems he's getting tired of 'cons getting themselves maimed or killed trying to go after Prime.
- This episode was available as a pack-in with packaging variants of Robots in Disguise Bumblebee, Knock Out, Kup, Rumble, Soundwave, the Vehicon and Wheeljack. The figures themselves were unaltered.
- Agent Fowler is the only human in this episode.
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