Kicker heads off underground to find his family, while Cybertron travels through space. Decepticons and Autobots continue fighting. Snow Cat and Demolishor plan to bathe in the super energon pool.
Megatron sends terrorcons to steal energon from Primus himself, deep in the core of Cybertron, to reanimate Unicron's body. Alpha Q crashes Unicron's head into his body to allow the Autobots to reach Megatron.
Energon towers are installed on Rock, Blizzard and Ocean Planets, but Mirage damages the Ocean Planet one. As the Decepticons attack, Inferno, still struggling with Megatron's programming, acts as decoy to allow time for it to be replaced.
On the other side of the rift, the planets Unicron devoured have been resurrected and are absorbing energon into their cores. Scorponok, now under Megatron's control, arrives with his terrorcons to steal it.
Prime's plan to use the Miranda 2's energon grid to destroy Unicron's body from within fails: instead, they lure it through a warp gate to Cybertron, where the planet's newly-constructed energon grid severely damages it.
While the Decepticons attempt to destroy Cybertron's energon towers and the Autobots fight to defend them, Misha tries to talk Alpha Q into helping the good guys.
Inferno guards the chained Shockblast on Iron Planet: Megatron eventually arrives and frees him to capture his erstwhile guard. Once caught, the autobot is tortured by Megatron. Meanwhile the Miranda 2 lands on a beautiful pristine world.
Deep within Cybertron, Dr Jones witnesses the reactivation of Omega Supreme, ancient guardian of energon. Using the energon released with the destruction of one of Alpha Q's planets, Unicron's body is almost ready for action.
Decpticons fleeing Cybertron join Megatron and are almost immediately spiked and their energon sucked to feed Unicron's body. Before the same thing can happen in Unicron's head, Prime returns with Arcee, who leads the Omnicrons to feed him.
Megatron releases the energon from Unicron's body: Alpha Q also releases the energon from Unicron's head. The two react and form a rift in space, which sucks in all of Unicron. Megatron, Prime and the Miranda 2 follow.