The Autobots discover Omega Supreme's energy signal on the Moon. Ratchet insists on going there right away to save him, but Prime refuses, knowing that they are too weak to fight Megatron. Ratchet, Sari and Professor Sumdac build flight boosters for Optimus to even the chances. Prowl tries to put the Allspark back together, using processor over matter. Meanwhile, Shockwave finally gets Arcee's codes and uses it on protoforms (stolen by Starscream, to make his clones) to duplicate Omega Supreme. Finally, Omega Supreme's clones fly from the moon to invade the Earth.
Tropes:
- Batman Gambit: Megatron was repeatedly praising Shockwave in order to get Lugnut motivated. As expected, when Starscream tried to claim Omega Supreme's codes for himself, Lugnut jumped in to protect Megatron and was imprinted instead.
- Big "YES!": Optimus when he starts getting the hang of his flying upgrade.
- Blatant Lies: When Megatron catches him using a protoform to make a new body, Starscream insists he was preparing to build him a new army.
- Bond Villain Stupidity: Before applying the finishing touches to the Lugnut Supremes, Shockwave as Longarm activates Arcee so she can give him the Project Omega security codes... when she's sitting right in front of Megatron. Arcee obviously recognizes Megatron (with Megatron outright saying that once she gives it up, the Decepticons will have control of Omega Supreme), so she obviously refuses. This forces them to shut her down again, and searching for the codes in her databanks is harder (as she's missing a security upgrade patch) as opposed to her verbally telling it if they hadn't had her activated in front of Megatron.
- Call a Rabbit a "Smeerp": Shockwave says that he "risked spark and servo" (in other words, he risked life and limb) being The Mole on Cybertron.
- Call-Back: It finally gets confirmed that the incident on Archa-Seven is what cost Optimus his enrollment as a student in the Autobot Academy and eligibility as an Elite Guard member. Optimus took all the responsibility while Sentinel pinned the blame on him.
- Flashback: We see how Optimus lost his prestige, how he got his crew, and how they met Prowl.
- Funny Background Event: When he pins Lugnut to the wall during their fight, Shockwave can be heard saying "Liar, lying liar!". Later on, when Shockwave and Lugnut are gathering material for the Omega Supreme clones, Lugnut falls on his back. When the camera pans up towards Omega, Shockwave can be seen pointing and laughing at Lugnut's misfortune.
- Got Volunteered: Prowl volunteers to spy on the Decepticons on the moon, but Jazz says it's more important for him to continue his cyber-ninja training.Optimus: Agreed. We'll send someone else.
Bumblebee: Who'd be crazy enough to volunteer for that mission? [notices everyone staring at him] Why's everybody lookin' at me? Why's everyone always looking at me?! - Never My Fault: Unsurprisingly, during the trial concerning Elita 1's "death", Optimus came clean to Ultra Magnus that he played a part in his friend's alleged demise, while Sentinel clung to the notion that the blame fell entirely at Optimus's feet.
- "Not So Different" Remark: Both Optimus and Prowl feel like they've strayed from the path they thought they were meant for.Prowl: First I fail to protect the protoforms, and now this! Do you have any idea what it's like to embark on a path, only to find it so completely twisted and turned that you have no idea where you are?!
Optimus: Oddly enough, I do. - Overused Running Gag: Ratchet once again tries to do the whole "Autobots can't fly" shtick when Optimus needs a jetpack...at which point Bulkhead and Bumblebee give him the harsh truth that many Autobots have indeed flown in this series.
- This Is Gonna Suck: After seeing the squadron approaching the city, Ratchet tells Optimus they're going to be needing the Magnus Hammer.
- Too Dumb to Live: Defied. Megatron had no intention of letting the clones have copies of his own personality. He knew that would risk having larger, more powerful beings be too ambitious to take his orders, so he instead wanted "his most loyal lieutenant" to be imprinted instead.
- Unsportsmanlike Gloating: Lugnut sincerely and humbly thanks Megatron for praising his loyalty. He then gloats to Shockwave over being considered the one that Megatron trusts the most.
- Visionary Villain: Megatron scoffs at Starscream using the protoforms just to make a new body, saying he has much bigger plans. When Starscream asks if he intends to clone himself or Lugnut, Megatron points him to Omega Supreme.
- We ARE Struggling Together: Starscream instigates Lugnut into bickering with Shockwave over who is more loyal, using their arguing as a distraction so he can go off and do his own thing.
- You Have Outlived Your Usefulness: After Lugnut gains the codes, as Megatron anticipated.Starscream: Ah, but your clones are just sparkless shells without my Allspark fragment to bring them online.
Megatron: Who needs your fragment? The ones I found inside Omega Supreme's Spark chamber should do just fine. [charges his cannon] You are no longer of use to me. [fires]
