Credits
Script - Tim Seeley / Pencils - Joe Ng / Inks - Rob Ross / Letters - Brian Crowley / Colors - Kevin Yan with Tom Liud
Story
On Cybertron, Optimus Prime is reflecting on his simpler days as an archivist when Hot Rod enters. He reports that the Autobots on Earth are encountering Cobra resistance, but downplays the issue, noting that Grimlock dismissed the danger. Prime disagrees, noting that Cobra should not be underestimated.
As the Autobots are finishing off Cobra's B.A.T.s, they notice Bumblebee's absence, and Perceptor traces his signal underground. In the secret lab below, the Cobras have recovered from Serpentor's attack (last issue); Cobra Commander prepares to vent his frustrations on the unconscious Bumblebee, but is stopped by the arrival of the Autobots and the Joes.
Spotting Megatron's head, Perceptor lashes out at the Joes for violating their agreement, but Hawk insists all of this is a surprise to him as well. Scarlett and Grimlock intimidate Cobra Commander into an explaination; he admits they were after the Serpent Organic Robot, the product of a secret U.S. government plan to use Cybertronian technology to create a cyborg super-soldier.

Serpentor gets +10 Cool Points for not screwing up the moment by yelling "Cobra-lalalalalalalalalala!"
From the ceiling, Serpentor attacks! He uses wrist tendrils to commandeer the Joes' giant battlesuits, and the Cobras escape in the confusion. Scarlett fights Serpentor, but he easily throws her away. Declaring himself the son of Megatron and future ruler of Cybertron, Serpentor escapes by bringing down the ceiling!
Serpentor makes his way to the Cybertron warp gate room, easily dispatching the guards. He's challenged by Jinx, who shoots him in the face, but Serpentor shrugs off the attack and dismisses her, as fighting children is beneath him. While the Joes dig themselves out of the rubble, Serpentor reprograms the gate controls, smashes them, then enters...
Cut to the Gladiator Zone of cybertron, the refuge where the remaining Decepticons fight for survival. Razorclaw and the Predacons try to ambush Nautilator, but he escapes, summoning the Seacons to retaliate as Pirahnacon. Forming Predaking, the two titans battle, but are paralyzed when Serpentor scrambles their intercomponent communications. Introducing himself as Megatron's heir, Serpentor names them the first members of his new army...
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