As Iacon burns, Optimus Prime and Megatron have their first duel.


After falling down the deep chasm, Prime lies unconscious. When he's awakened by a magical, disembodied voice telling him about Cybertron, he wonders whatever happened to Megatron. Prime makes another attempt at looking within himself when Megatron arrives onto the scene. Megatron attacks, hoping to get the Autobot leader to surrender the Matrix of Leadership.

Over the remains of the Forum of Enlightenment, Grimlock meets up with his running crew and begins to explain his plan to let the Decepticons conquer Iacon while the Autobot army scatters, taking out Decepticons who expect the Autobots to be too busy defending their capital. Meanwhile, Grimlock's crew use lines to go downwards, where Optimus was last seen.

In Megatron's absence, Starscream takes his throne at Kaon and appointed himself Decepticon leader. The takeover doesn't sit right with Shockwave, but he is too busy leading the Decepticon army against several Guardian robots to challenge the change in leadership. Shockwave makes it clear, however, that they will discuss the situation—after he succeeds in leveling Iacon and winning a major military victory. Taking information from Laserbeak, Starscream verifies Megatron's belief about Cybertron having a deeper geography. However, Starscream plans to use this hidden aspect of Cybertron in a radically different manner than Megatron intended.

Megatron batters Optimus, explaining how he needs the Matrix as a component in his "Make Cybertron into mobile dreadnought" plan. Prime isn't such a fan of the idea. The two battle (in a familiar manner), and Megatron gains the upper hand, cracking open Prime's chest to seize the Matrix.

The Matrix casts a blinding flash and when the light fades, Optimus and Megatron find themselves somewhere different.

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons


"This place seems to twist and turn of its own volition. But when in doubt... blow a big hole in something."

—Megatron cheats at a hedge maze.

"Shee-ah! Too much, I can't--"


"No! This is madness. Where..."
"...Are we?"

—Megatron and Optimus Prime realize that they are somewhere else.


  • Motormaster is brown instead of gray; this was corrected in the TPB.
  • Runabout and Runamuck are green instead of black and white; this was corrected in the TPB.
  • Brawl, Blitzwing, and Onslaught are miscolored in the attack on Iacon; again, this was corrected in the TPB.
  • A massive, miscolored (but later corrected) Broadside stands next to a... female Autobot?
  • Topspin appears in Salt-Man Z's colors, yet the Salt-Man toy uses Twin Twist's mold. "A for Effort".

Items of note

Covers (1)

  • Megatron breaching the Matrix; art by Don Figueroa and Gary Yeung.


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