Leaving Buster safe with a group of campers, Ratchet returns to the Ark to try to repair and free any Autobots he can find.
Using Soundwave's cassette deck form to infiltrate Blackrock Aerospace Plant #1, Shockwave takes over yet another human facility, this one dedicated to assembly instead of power generation. Furious at the takeover of his plant, Mr. Blackrock plans his revenge.
As Ratchet skulks about the Ark, Megatron finds him. There's not much of a fight, but Ratchet makes Megatron an offer he can't refuse. Ratchet knows how the Dinobots defeated Shockwave four million years ago, and makes a pact with Megatron to destroy Shockwave and return control of the Decepticons to Megatron, or else return and give up his life for failure.