On the Decepticon warship, Megatron asks Starscream what he seeks in return for the Omega Keys. Starscream's answer is that he merely wishes to once more be a Decepticon under Megatron's command. Megatron points out that Dreadwing is now his second-in-command, and Starscream insists he will keep to his place. Skeptical, Megatron has Knock Out extracted from the wall so that he can connect Megatron and Starscream with a cortical psychic patch.
By rummaging through Starscream's memories, Megatron intends to find what really drives him. Once inside, he reminds Starscream that there are no secrets, even as they watch Starscream's base consciousness obnoxiously celebrating becoming leader of the Decepticons, much to the present Starscream's embarrassment and Megatron's amusement.
He begins by reviewing the events surrounding the Space Bridge explosion. Megatron watches various instances of Starscream's attempts at assassination: the time he made a bunch of clones to infiltrate the Nemesis; and when he tried to make a deal with Airachnid. Starscream lamely claims he was half-crazed with energon deficiency at the time, and insists he always had Megatron's best interests at heart, like removing the Dark Energon from his body so his mind did not become corrupted by it. Naturally, Megatron doesn't buy it. Upon replaying Starscream's musings when Megatron was trapped underground, he suggests that Starscream refrain from thinking out loud in the future. He also drops the hint that if Starscream fails to be convincing, the patch session will end in Starscream's termination.
Starscream claims the occasional trouncing is enough to bring him back into line, and tries to play up his own generosity, bringing up the gift of Cliffjumper's corpse for Dark Energon experimentation, and his use of his wits in dealing with the Autobots. Megatron points out his wits are usually insufficient to compensate for his arrogance: when he faced Optimus Prime while charged up on Dark Energon; or when he tried to use the Energon Harvester on Bulkhead. The revelation that MECH took Starscream's T-Cog greatly amuses Megatron, though Starscream is hoping that that might be restored to him in exchange for the Omega Keys — after all, he usually transforms with such style. He points out that at the time he deserted the Deception cause, he was not being made to feel particularly welcome there, despite apparently learning his place. Megatron does not believe Starscream's change of heart at the time would have lasted, and replays a discussion between Starscream and Knock Out while Megatron was lying in a coma in the sick bay. In the real world, Knock Out starts to realize that Starscream's memories are going to be equally incriminating to himself. Panicking, he comes up with a plan to disconnect the patch, trapping Megatron inside.
As Knock Out goes to unplug Megatron, Dreadwing stops him and he is forced to make up an excuse. Megatron's psychic interrogation of Starscream continues, and while Starscream claims that not even Dreadwing may have been a "perfect" replacement as his second-in-command, Megatron agrees, but points out at least Dreadwing and his departed brother Skyquake were loyal and honorable. Starscream's memories of Skyquake's death and revival through Dark Energon are replayed, and he recalls how Skyquake was left in an undead state in some dimensional nether-realm. This revelation comes as a shock to Dreadwing, who is still watching in the lab. Megatron announces that Starscream will be allowed to rejoin the Decepticon forces proper, as they must be working as one unit if Cybertron is to be properly restored, a fact also addressed to the watching Knock Out. Shaken, Knock Out turns away from the monitor to discover that Dreadwing is no longer in the room. The second-in-command is instead on the outer hull of the Nemesis, and aims a scream of rage at the sky.
Characters who only appeared in flashbacks appear in italics.
- Knock Out
- Starscream clones
- Optimus Prime
- Leland Bishop
- MECH Commandos
- When using the Cortical Psychic Patch neither Megatron's nor Starscream's heads were connected via the cord.
- The imagery of Skyquake as a zombie from Shadowzone was not witnessed by Starscream, nor was there ever any indication that he was aware of Skyquake's Terrorcon being imprisoned in another dimension.
- This is the first episode to feature no Autobots, outside of the flashbacks in this case.
- Megatron suggestes,that Starsream doesn't think out loud.
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