The Decepticons try to shoot Rodimus and Grimlock, but most of them are so low on energy their weapons don't work. They instead beat them up physically, with Rodimus taking a lot of damage. Springer and Arcee show up just in time and save their friends, whilst Cyclonus, Scourge and the Sweeps take the remaining energon and head to Thrull to find Galvatron. Meanwhile, Ultra Magnus, Kup and Spike have been taken to Quintessa, where they are interrogated by the Quintessons. The Quintessons seem to know a lot about Cybertron, asking questions about its defenses. Meanwhile, Rodimus appears to be dying, but in reality he merges with the Matrix and has a vision. He sees many things, but one vision shows Quintessa exploding. He comes to and explains to the others what he saw, and recalls they he, Kup and Grimlock had been to Quintessa previously. The group heads to Quintessa.

On Quintessa, Spike's group go on the attack, and manage to take on of the Quintesson judges, Deliberata, hostage. However the other judges sentence him to death, and they are all dropped into a pool full of Sharkticons. The Decepticons arrive at Thrull and find Galvatron submerged in a plasma energy pool, which Scourge pulls him out of. Back on Quintessa, Spike asks what crimes they've committed. The Quintessons say Spike is guilty by association, whilst the Autobots are guilty of theft, saying they occupy Cybertron.

On Thrull, Galvatron starts shooting his own troops, laughing at Cyclonus' idea that they are his elite guard. He tells them that they have an empire to regain, so they leave and head to Chaar. However Galvatron transforms and turns back around, firing a single shot which destroys Thrull completely. On Quintessa, Rodimus' group arrives, along with some extra backup from the Aerialbots. They rescue the others, but the Quintessons decide to destroy their own world, hoping to destroy the Matrix of Leadership with it. They board ships and flee, just as the Autobots also leave. But seconds later, the bomb detonates, resulting in Quintessa's destruction...

Notes

-This episode opens with a recap of this previous part, but with one key difference. As Rodimus Prime speaks, at one point he has a different voice actor in the recap than he does in the episode.

Recap voice	Normal voice
Ted Schwartz	Dick Gautier

It seems that Ted Schwartz was originally set to voice Rodimus, but for unknown reasons was replaced with Dick Gautier. Somehow, the recap accidentally used the dialogue Schwartz had record.

-Rodimus says "My time in the light is short..." to which Arcee says "That's what Optimus Prime said when he was dying". However, in the movie, Optimus actually doesn't say this. The line Arcee is referring to refers to an earlier draft of the movie's script.

-In the previous part, the Quintessons and Sharkticons were almost always in shadow, but in this part an onwards they aren't, and there's no big reveal.

-In the movie, the Quintessons were last seen about to be attacked by the Sharkticons. But apparently this ended in failure, as the Sharkticons do what the Quintessons want in this episode and onwards.

-The ship the Aerialbots use is actually Broadside, a triple changer Autobot. But as the next part reveals, AKOM clearly used him in error -more on that later.

Errors

-Grimlock's mouth doesn't move when he says "Me Grimlock no hurt!".
-Right after this shot, there's this shot. Rumble looks badly off-model, and stood next to him is another off-model Rumble who is colored like Soundwave.
-Most of the Decepticons are meant to be low on energy, yet almost none of them react to being shot by Rodimus and Grimlock.
-Rumble is the same size as the other Decepticons during this shot.
-When Ultra Magnus says "you're confusing up with Decepticons", Kup's mouth is moving.