Onboard the Ark, the Autobots are debating their approach to the war. Prowl lobbies for constructing warriors with the Matrix, but Prime vetoes the plan on the grounds that it will endanger the humans. Alone, Optimus is less assertive, worrying if he can still lead. He is spied on by Ravage, who is then captured. But this is part of the plan of the acting Decepticon commander, Soundwave, and after overhearing the dissent in Autobot ranks, the spy escapes.