Having taken over the Ark, Shockwave has strung up all the Autobot’s deactivated bodies from the ceiling of the ship and has begun the process of reviving all the Decepticons, and filtering out the poisoned fuel provided to them by Sparkplug Witwicky. The Decepticon requiring the most repair is Megatron, whom Shockwave deals with contempt and informs him that he is taken over leadership of the Decepticons, earning the now former Decepticon commanders ire. Shockwave has also taken a point of monitoring the Earth’s television transmissions and learns of G.B. Blackrock’s new high-tech oil rig that has been designed by his technologically gifted employee Josie Beller.
While at the Greater Portland Hospital, Buster Witwicky goes out looking for Ratchet and finds him just returning back with a pair of paramedics answering a call. When the medics realize that the ambulance they were riding can talk they are all frightened away. Buster explains to them that his dad pulled through the surgery and informed him that he tainted the Decepticons fuel so that they would lose their battle against the Autobots. Ratchet is concerned however because he is unable to contact the Autobots via radio and Buster convinces Ratchet to let him tag along in case there is trouble. Before he goes, Buster decides to visit his father one more time.
In Sparkplug’s hospital room to tell his father that he is going back to the Ark. Sparkplug expresses his disapproval telling him that getting involved with alien robots is not a thing a high school student should do and has him promise that he is only going to say his final goodbyes, Buster promises his father that he will even though it saddens him deeply.
Back aboard the Ark, Shockwave gets all the Decepticons back up to working operation and has the remaining deactivated Autobots strung up on the ceiling. He then gloats to Megatron that he intends to use Optimus Prime’s Creation Matrix to create the next generation of Decepticon warriors for him to command in his quest to conquer the entire planet Earth, seizing its energy resources. Shockwave then transforms into a space gun mode and flies off to begin his bid for conquest.
Ratchet and Buster meanwhile arrive at the Ark and are shocked to find Rumble and Frenzy guarding the base. Buster convinces Ratchet to let him slip past the entrance and investigate what’s going on. Sneaking inside Buster is horrified to find all the Autobots destroyed and strung up on the ceiling. Rounding the corner he runs into the severed head of Optimus Prime, kept alive by the Decepticons. As Buster looks on in ever increasing horror the head of Prime tells Buster that he is the Autobot’s last hope.
This story is continued next issue…