Credits
Script - Tim Seeley / Pencils - Alex Milne, Joe Ng and James Raiz / Inks - Rob Ross, Alan Tam, and M3th / Letters - Brian Crowley / Colors - Tom Liu, Rob Ruffolo, and Kevin Yan
Story
As Optimus Prime responds to the Decepticons' attack on the Peace Celebration, he is surprised at their coordination, and wonders who has brought the disparate factions together. He is soon faced down by Menasor and Reflector, who bring a holographic message from Serpentor: surrender the Autobot Matrix of Leadership in exchange for his hostages (see last issue). Optimus reluctantly agrees, and the Decepticons take him in withdrawl. Meanwhile, in Siberia, Zartan and the Baroness try to eavesdrop as Cobra Commander and Dr. Knox are intently studying the plans for the Serpent O.R. project...
At the Deception command bunker, Serpentor asks Duke why he isn't feeling any emotions for his nearly-complete victory over the Autobots. When Hawk explains that he's a souless construct with nothing to live for, Serpentor lashes out in anger, then quickly apologizes and leaves. Nearby, Breakdown and Nautilator stand guard, passing the time gossiping over Snake-Eyes' meditation and Scarlett's hair. As Breakdown makes eye contact with Snake-Eyes, the Joe uses a ninja mind trance to possess him! The controlled Breakdown guns down Nautilator, then frees the Joes and is sent to sleep.

Hey, Optimus! Optics down here, please!
While Hot Rod rallies the troops for a rescue mission and the Joes free the captured Autobots, Serpentor and Optimus Prime have a private conversation. Serpentor confesses that he's had no feelings over the conquest of Cybertron, affirming Hawk's assessment, but believes that he is worthy of the Matrix, and that its powers can imbue him with a soul. Serpentor then asks Prime for the Matrix in exchange for the release of all of his prisoners, but is interrupted when a security alert reports the escape attempt. With Serpentor momentarily distracted, Prime breaks free and attacks!
Meanwhile, back on Earth, the Joes have assembled a phallanx of troops and one-man vehicles, and are preparing to send them through the warp gate to Cybertron...
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