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It's the AUTOBOTS versus the biggest foe they've faced since DEVASTATOR! But with OPTIMUS PRIME in captivity, do our heroes stand a chance? The action keeps coming courtesy of Mike Costa and Don Figueroa!

It begins with Spike Witwicky in a chopper picking him up after he was forced to jump into a river last issue when suddenly the chopper crew catches sight of Menasor attacking the Autobots. Spike orders them to retreat back to their base. There, Spike talks to Optimus Prime saying that he turned himself in because of Ironhide's death though Optimus tells him it was because there had to be change and it wouldn't have been possible if he had told his men what he was doing. Spike however, wants to make sure that all this was set in motion because of his friend's death and Optimus says that is indeed true. Spike then tells him that it's his fault that his friend was killed because when the Autobots made a raid on the installation, he wasn't here when he should have been and his men got overzealous and used lethal force because he had authorized its use earlier, set the precedent. But he wasn't there to control them when they did it so he feels it's all his fault. Optimus asks him why he is telling hi this, and Spike says that it's because he's a good soldier and he's sill figuring out how to be a leader too. Spike asks one more time if he's serious about making a difference and Optimus says that it's why he's there. Spike says he's given him a lot to think about and now there's a serious situation with his men and they're in trouble. Optimus says he's not the judge of such things anymore but Spike tells him that the situation is out of everyone's league and that one of the qualities of a good leader is to know when to change the game plan. He then releases Optimus and though his men protest what he's doing, he tells them to just tell the general that he escaped and he's gone because he's out looking for him. He urges them to do this because if they don't stop Menasor in time, he may reach civilization and reminds him what happened when Devastator wreaked havoc in New York City years before and this is the only slim chance they have to stop something like that from happening again. He says that if anyone has a problem with what he's doing, they can report him to the general but he was put in charge of dealing with the Transformers and right now, he's making a radical change in their policy. He and Optimus then get on the transport and head off to the battlefield. At the battlefield, Menasor is grabbing Ultra Magnus, though he's having a hard time finishing him off because his individual parts are all arguing over how to kill him. Swindle then mocks Magnus for thinking that he stole combiner technology to sell it when he is actually using it for himself. While he says this, he doesn't realize Optimus Prime is falling from the transport and he happens to land right on top of Swindle. Optimus then attacks Menasor, making him drop Magnus. Meanwhle, Scrapper is attacking Bumblebee, when Thundercracker comes along and blasts Scrapper away. Bumblebee is confused as to what he's doing and Thundercracker replies saying that Swindle is a liar whose going to keep fighting no matter what and that he himself was once a seeker who had honor and he doesn't know why they're fighting anymore. He then says that Swindle isn't as smart as he thinks and had to quickly put Menasor together and says they can probably take it before going off to help Rodimus. Menasor's individual parts then start arguing over what weapon he should use and Bumblebee yells out to Optimus that they don't know how to work together so they should focus on breaking them apart. Using this, Optimus manages to lead an attack that ultimately brings Menasor down. Optimus then calls Spike to sweep them all up, as he takes down a Constructicon, but no one notices Swindle escape. As Skywatch forces start approaching, Optimus says that he's returning himself to their custody and he isn't in charge - Bumblebee is. Bumblebee then says that they're going to stay to settle everything with the humans at that moment because it's time to stop running from them like fugitives. Spike then meets Bumblebee and he sees that some Autobots are damaged and offers to help out. Later that day, Spike says that he's realized that the Autobots aren't part of the problem and he's willing to pass on their extraterrestrial status on Earth provisionally. Bumblebee asks what exactly are the provisions and Spike responds by saying that they can either waste resources fighting each other or they can get together to neutralize the real threats like the one they had earlier that day. In return, he says that they can get the Autobots to operate in a base in the southwest so they can have greater access to energy resources and information collection. He says that their people don't trust each other for what they are and for what they've done, but if they don't try to do anything, then the future won't be any different from the past. As he continues to tell Bumblebee that they're treating five wounded Autobots and so he couldn't possibly say no, Ultra Magnus awakens yelling out demanding to know where Swindle is. Ratchet is telling him that he needs to relax because he had to reboot his entire system, but Magnus continues to demand Swindle. Spike tells him that he was one of the few Decepticons that managed to get away, him and a few Constructicons. Magnus grows angry and asks if they tried to pursue him, and Bumblebee says they tried to but then he's interrupted as Magnus spots Rodimus out in the field sitting alone. Magnus then approaches him and tells him that he's under arrest for working with Decepticons and launching an attack on Autobots. Rodimus claims that he just wanted to get off the planet and then Cliffjumper says that they were all fine with that until the Decepticons were brought in and yells at him because they don't even have a ship now. Bumblebee tries to stop the arguing, but Magnus tells him that his jurisdiction is clear, to which Bumblebee tells him that he's in charge here, not Magnus, and asks Magnus who he even answers to anymore. He tells him that he answers to a body of governors, but Bumblebee tells him that on Earth, he has to answer to him and that they have to start accepting what they see and not how they remember things. Bumblebee then turns to talk to Rodimus, but they find that he's gone and Magnus sees him stealing his ship and they're too late to stop him from leaving the planet. Prowl says that he's at least glad Bumblebee is there because it appears he's the only leader they have left.

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