Fall of Cybertron Part 3

## Plot

### The Exodus

The Ark flies towards the portal, and Optimus tells Bumblebee that he has some regrets about the War. Optimus mentions that their new home is beyond the portal Grimlock found, and their last hope to survive the War. The Nemesis flies overhead, and Jetfire warns Optimus. Optimus orders The Wreckers to Defend The Ark. Jetfire flies out of The Ark and towards The Nemesis. Springer and Whirl follow behind him, and both are attacked by Vortex and Blast Off. Megatron contacts Optimus and tells him that they'll never reach the portal before the Decepticons. Shocked, Optimus tells Megatron that all they wanted to do is leave. Megatron mentions that the Autobots had their chance at the beginning of The War.

### GRIMLOCK, SMASH!!!

A few hours prior, Grimlock reawakens and smashes out of his containment unit. Grimlock asks where he's at, only for Fracture to tell him that he is within Kaon. Grimlock tries to smash Fracture, only to realize that he's a program within his head. Grimlock asks what happened, and Fracture mentions that once he's completed all of Shockwave's training, he'll learn what happened. Grimlock then breaks out of his chamber, and proceeds to kill several Vehicons. Fracture tells Grimlock that he'll be watching. Grimlock finds Growl and asks where the other Autobots are. Growl mentions that he'll never talk. Grimlock slams Growl against a wall and demands again. Growl mentions that his first ally is in the door behind him.

Grimlock rams his sword through Growl, killing him. Grimlock enters the door, and finds Swoop in his containment cell. Grimlock mentions how easy it is, and Fracture tells him that he'll regret that. Several Insect drones begin to attack Grimlock. Grimlock then begins to remember. Within the sewers, Flame tells Grimlock that he should've contacted Optimus, only for Grimlock to mention that Optimus wouldn't allowed them to leave. Flame is then attacked by an Insect and injured, Swoop mentions that more bugs are incoming, and Grimlock orders everyone to attack. Grimlock then grabs a bugs and launches it at Swoop. Swoop is freed and flies around in Dino mode. He then shoots the bugs off of Grimlock. Grimlock thanks Swoop, before mentioning that they have to find the others.

Grimlock and Swoop travel down a path, where they find a chasm. Swoop mentions that the hole wasn't there before, and might belong to Slag. Grimlock agrees, before jumping down the chasm. Swoop free falls after Grimlock. Both land in the Sewers beneath Kaon, and Grimlock mentions that he hates the smell. Both walk down the sewer, and Swoop asks Grimlock if he remembers what happened. Grimlock mentions that he only remembers the attack. Grimlock asks Swoop the same question, to which Swoop mentions that he remembers that their team manage to flee the caverns in the Sea of Rust. Swoop flies out of the abyss, with Slash holding on to him. Grimlock and Dinobot climb out and mention that they're not doing that again.

Grimlock and Swoop reach a chamber, where they are met with Shrapnel and Bombshell. Fracture mentions that the Dinobots are to fight the Insecticons along the way. Grimlock attacks both Insecticons, only to be brought to his knees. Bombshell then beats Grimlock, only to be sent flying when Swoop shoots him off his feet. Shrapnel prepares to attack Swoop, only to be grabbed by Grimlock and sent thorugh a wall. Grimlock tells Swoop that they must continue on their journey. Bombshell and Shrapnel awaken and mention that they did not expect that. Shrapnel mentions that they must meet up with Sharpshot. Bombshell agrees, and flees with Shrapnel.

Swoop asks Grimlock why he can't form Dino mode, and Grimlock mentions that he just can't. Swoop asks him what he think he can turn into, and Grimlock remains silent. Grimlock begins to hear a voice in his head. Both then enter a chamber, where the duo are met with Kickback. Kickback mentions that he personally tortured Grimlock mentally during Shockwave's experiments. Angered, Grimlock grabs a piece of metal and chucks it at Kickback, sending him flying. Shocked, Kickback attempts to flee, only to have the door smash him. Slag and Sludge enter. Kickback tells them that they'll never escape Shockwave's grasp. Slag then pounds Kickback, knocking him out-cold.

Sludge tells Grimlock that he and Slag escaped containment together. Fracture tells Grimlock that that shouldn't have happened, and wondered what happened to Hardshell. Elsewhere, Hardshell remains on the ground heavily beaten. Grimlock mentions that they have to find the remaining Autobots. The four exit Kickback's chamber, and climb into the Wilderness. Grimlock asks Slag and Sludge if they remember anything. Sludge mentions that he remembers being taken to a containment cell in the Sea of Rust. Hours before, Sludge awakens, and is dragged to a containment cell by a guardian. Shockwave tells the guardian that the Autobots are to be shipped to Kaon for experimentation.

Grimlock asks Slag if he remembers anything, and Slag mentions that he remembers what happened, after Sludge's memory. Shockwave's transport arrives in Kaon. Megatron tells Shockwave that he is to remain in Kaon as the Decepticons travel up to Iacon. Shockwave accepts his orders, and watches as Megatron and the Decepticons leave Kaon. Shockwave sees Slag and tells him that he's excited what he's going to do to the Autobots. Slag finishes, and mentions that they should continue on. Grimlock agrees, and Swoop offers to scout ahead. Swoop flies into the sky and spies Snarl being tortured by Shaprshot. Shrapnel attempts to attack Swoop, only for Swoop to fly down.

Swoop flies towards Kaon, only for its defenses to aim for Swoop. Swoop causes Shrapnel to be hit and heavily injured by the defenses. Swoop flies back to Grimlock and tells him that Snarl is being tortured by one of the Insecticons. Grimlock mentions that they should free Snarl. Swoop asks how, and Grimlock mentions the best way they know. Sharpshot continues to torture Snarl. Snarl begs for mercy, only for Sharpshot to mention that he won't give him any. Grimlock and the others burst in in their Dino modes. Sharpshot laughs and resumes torturing Snarl. Grimlock orders the Autobots to attack, and Sharpshot orders the Insecticon swarm to attack the "Dinobots".

The Insecticon swarm attacks the Dinobots, and the Dinobots fight back. Grimlock munches on a large Insecticon, as Slag rams through some. Sludge shoots some of them from his eyes and Swoop drops bombs on some of the Insecticons. Angered, Sharpshot tortures Snarl even harder. Grimlock transforms and tosses his sword at the control panel. The control panel explodes, and Snarl is freed. Sharpshot then tackles Grimlock and prepares to kill him. Sharpshot orders Grimlock to prepare for his last words, only to be attacked by Slash. Dinobot and Scorn arrives and tears Sharpshot off of Grimlock, as Slash jumps off. Dinobot then grabs Bombshell and tosses him away.

Grimlock thanks Scorn for saving him. Sharpshot orders the Insecticons to retreat, as Slag carries Snarl to the others. Grimlock asks where they were, and Slash mentions that they were in the tower with Grimlock, but were separated from him when he went into the sewers. Grimlock asks why they didn't stop him, and Scorn mentions that Grimlock can get really nasty at times. Grimlock orders Swoop to find a place to patch Snarl. Swoop then flies out of the Insecticon Pit. Far away, Airachnid spies the Dinobots, and informs Shockwave that they escaped. Frustrated, Shockwave orders Airachnid to join the other Insecticons at Kaon. Airachnid jumps off the side of the building and flies away.

### Last Stand of the Dinobots

Grimlock opens the doors to a bunker, and Slash begins to patch up Snarl. Grimlock asks the four if they remember anything. Slash mentions that she remembers being experimented on by Shockwave first. Shockwave forces Slash to transform into Dino mode repeatedly. Slash yells in fury and pain. Scorn mentions that he remembers Shockwave taking Grimlock away for experimentation. Shockwave orders Kickback to take Grimlock to chamber 9, and Kickback begins to cart Grimlock's cell away. Scorn budges to escape, only to be knocked into stasis by Bombshock. Dinobot mentions that he doesn't remember the experimentation at all. Grimlock asks Dinobot what he does remember.

Dinobot mentions that he remembers waking up in a pit of Insecticons after they were captured by Shockwave. Dinobot wakes up, only to find the Insecticon swarm to pounce on him. He turns into Dino mode and attacks the Insecticons. He is attacked by Chop Shop, only for Dinobot to viciously dissect Chop Shop to pieces! Dinobot is overwhelmed by the Insecticons, only to be saved by Scorn and Slash, who made their way out of the tower. Scorn mentions that Grimlock and the others need their help, and Dinobot asks why they should help. Slash mentions that Grimlock is their leader, and Dinobot demands another reason. Scorn threatens to kill Dinobot if he doesn't help them aide their teammates. Dinobot agrees to help.

Slag informs Grimlock that he's contacting Optimus, much to annoy Grimlock. Optimus is surprised to see Grimlock alive, and Grimlock tells Optimus that Shockwave's SpaceBridge is targeting a far-away world, filled with energy. Optimus orders Grimlock to return to Iacon, though Grimlock refuses, as he is going to stop Shockwave. Optimus tells Grimlock that they're going to hijack the SpaceBridge, though Grimlock ignores and destroys the Communications Device. Grimlock orders Slag to find the SpaceBridge Tower. Slag then opens shielding doors, which reveals the SpaceBridge Tower. Grimlock demands to know why Slag didn't inform him, and Slag mentions that he was busy talking to Optimus.

The SpaceBridge Tower activates, sending a massive shock wave. Grimlock is thrown out of the bunker by the wave and sent flying. Swoop flies down to save him, and Grimlock orders Swoop to take him to the SpaceBridge Tower. Swoop flies towards the Tower, and both Dinobots are attacked by Aerial drones. As Swoop shoots the drones, Grimlock bisects each drone they pass. Grimlock orders the other Dinobots to retreat to a safe distance, as they don't know how much destruction the SpaceBridge will cause. Scorn orders the Dinobots to evacuate, though Slash refuses to retreat, as they should wait for Grimlock. Scorn grabs her and runs. Grimlock and Swoop continue flying to the Tower.

Both Dinobots arrive at the top of the Tower, where Swoop drops off Grimlock. As Swoop prepares to land, he is shot away by Fracture. Grimlock is then attacked by Fracture, who enters a duel with him. Fracture injures Grimlock, and tells him that he is nothing. Grimlock simply grabs Fracture, tells him that he means nothing to him, and tosses him off the side of the Tower. He then makes his way towards the control panel, where Shockwave is. He prepares to kill Shockwave, only to be caught in a web made by Airachnid. Shockwave thanks Airachnid, and contacts Megatron. Shockwave tells Megatron that the SpaceBridge is ready, and Megatron mentions that The Nemesis is ready, but they need to fuel it.

Shockwave mentions that his experimentations on Grimlock's team is finished, and Megatron orders Shockwave to "Domesticate" the Dinobots and lock them away till he returns. Angered, Grimlock struggles to escape the web. Airachnid covers Grimlock's mouth, and tells him to remain a 'good pet'. Enraged, Grimlock breaks out in Dino Mode and knocks Airachnid to the side. Shockwave attempts to restrain Grimlock, only to fail as Grimlock bites off and eats his arm. Grimlock then swings his tail, sending Shockwave flying. Grimlock then breathes fire upon the control panel and prepares to flee. Grimlock calls for back up, and Swoop finds him and flies away with him. Fracture tells Grimlock that he'll be in touch. At the base of the Tower, the Insecticons grab Shockwave and drag him into the Wilderness.

A yellow ring flies into space and hits the SpaceBridge portal. Perceptor informs Optimus that they don't have enough time to find energy for The Ark. As Optimus thinks, Metroplex offers his remaining energy to fuel The Ark. As Optimus protests, Metroplex plugs himself in to The Ark, as Omega Supreme, Sigma Supreme, and Fortress Maximus combine themselves onto The Ark, making extra boosters. Optimus orders Perceptor to sound the boarding call. Jazz, Tailgate, and Mirage guide several Autobots to aboard The Ark. Metroplex finishes fueling The Ark, before detaching himself. The Ark then begins to lift off from Cybertron. Metroplex watches The Ark blast off out of Cybertron's orbit. Metroplex then finally shuts down and collapses.

### The Journey

Megatron tells Optimus that the Autobtos had their chance at the beginning of the War. Optimus then orders Hot Rod to watch the Bridge, as he goes to fight Megatron. Optimus leaves the Bridge, as the entire crew stares at Hot Rod. Hot Rod orders the crew to stay the course. Jetfire goes on a bombing run on The Nemesis, and Megatron orders Sunstorm to finish off the wretched scientist. Sunstorm flies out and chases Jetfire through the space between The Nemesis and The Ark. Star Fall infiltrates Fortress Maximus and begins attacking Autobots. She is met with Road Rage, who tackles her. Optimus spies Megatron and moves in to attack him.

Megatron tackles Optimus and they fly onto Fortress Maximus. Both begin to brawl, and Megatron tells Optimus that they'll destroy the entirety of The Ark, along with its crew. Fallen Angel asks Soundwave if The Ark got bigger. Soundwave mentions that the Omega Sentinels and Fortress Maximus combined their bodies onto The Ark to make it bigger and travel faster supposedly. Fallen Angel asks if The Nemesis is capable of destroying The Ark, and Soundwave mentions that if they had a Warp Cannon, yes. Onslaught, Brawl, and Swindle board a pod to fly onto The Ark, only for it to be blasted away by Rollbar. Blast Off and Vortex go flying back for the other Combaticons, only for Megatron to let them die. Vortex agrees, and flies back to The Nemesis with Blast Off.

Blast Off attempts to open a portal, only for it to fail. The ships grow closer to The portal. Optimus grabs his blaster and shoots Megatron off The Ark, causing him to fly back to The Nemesis. gravity begins to pull both ships into the portal, and Megatron orders all Decepticons to return to The Nemesis. Star Fall punches Road Rage before retreating. Both ships are pulled in by the portal, which closes. On Cybertron, Alpha Trion and Maccadam watch, before Maccadam asks what they're going to do now, Alpha Trion mentions that they're going to wait till they return, in several hundred years from then. disappointed, Maccadam leaves. In space, the Combaticon Pod ceases functioning, and Swindle, Onslaught, and Brawl do too.

The Ark and The Nemesis appear over Earth's orbit. Both ships begin to hurtle towards the Earth. Soundwave orders all Decepticons to brace for impact, before crash landing on The Moon. The Ark enters Earth's Orbit, and Elita One orders everyone to brace for impact as well. Within the Arctic Circle, mammoths look up to see The Ark enter orbit. The Ark then flies towards Mt. St. Hilary, before finally crashing.

THE TRANSFORMERS WILL RETURN...

## Featured Characters

* Autobots
	+ Optimus Prime
	+ Bumblebee
	+ Wreckers
		- Jetfire
		- Springer
		- Whirl
		- Hot Rod
		- Road Rage
	+ LSFC/ Dinobots
		- Grimlock
		- Swoop
		- Slash
		- Dinobot
		- Slag
		- Sludge
		- Scorn
	+ Flame
	+ Perceptor
	+ Jazz
	+ Tailgate
	+ Mirage
	+ Elita One
* Decepticons
	+ Combaticons
		- Vortex
		- Blast Off
	+ Megatron
	+ Fracture
	+ Growl
	+ Insecticons
		- Bombshell
		- Shrapnel
		- Hardshell
		- Kickback
		- Sharpshot
		- Bombshock
		- Airachnid
		- Chop Shop
	+ Shockwave
	+ Seekers
		- Sunstorm
	+ Star Fall
* Others
	+ Alpha Trion
	+ Maccadam

## Episode Casualties

* Vehicons, Growl, Insecticon swarm, Chop Shop

## Notes

* Characters to debut:
	+ Growl, Chop Shop
		- Primacron, The Quintessons, The Kngihts of Iacon, Primus, Unicronus/ Unicron, Adaptus, Mortilus, Solomus, Epistemus, Prima, Vector Prime, Solus Prime, Nexus Prime, Quintus Prime, Alpha Trion, Micronus Prime, Onyx Prime, Amalgamous Prime, Alchemist Prime/ Maccadam, Liege Maximo, Megatronus/ The Fallen, Optimus Prime I, Metroprime, Vigilem, Caminus, Trypticon, Metrotitan, Garnak, Kita, Coll, Lightstorm, Beta, Halogen, Contrail, Sigil, Drivetrain, Betax, Rubicon, Valve, Chac, Basso Profundo, & Jero.
	+ Autobots:
		- Nominus Prime, Nova Prime, Guardian Prime, Zeta Prime, Sentinel Prime, Breakaway, Repugnus, Red Alert, Cosmos, Powerglide, Beachcomber, Warpath, Orion Pax/ Optimus Prime II, Ariel/ Elita One, Dion/ Ultra Magnus, Scattershot, Ironhide, Tailgate, Cliffjumper, Mirage, Vibes, Chromia, Scattergun, Jetfire, Skyfire, Sideswipe, Sunstreaker, Blaster, Bumblebee, Ratchet, Kup, Hot Rod, Blurr, Arcee, Jazz, Prowl, Springer, Whirl, Roadbuster, Topspin, Leadfoot, Smokescreen, Wheeljack, Crosshairs, Road Rage, Raider, Rollbar, Heatwave, Evac, Medix, Siren, Swerve, Hauler, Nightbeat, Flare-Up, Stormsong, Grimlock, Slash, Slag/ Slug, Snarl, Swoop, Sludge, Scorn, Dinobot, Questrian, Thunderclap, Stardust, Lightbright, Fortress Maximus, Yoketron, Dino, Enzo, Rush, Kick-Off, Trailbreaker, Perceptor, Skids, Screech, Strongarm, Six Gun, Gears, Slammer, Metroplex, Inferno, Flame, Eject, Ramhorn, Steeljaw, & Rewind.
	+ Decepticons:
		- Megatron, Soundwave, Frenzy, Rumble, Ravage, Ratbat, Laserbeak, Buzzsaw, Overkill, Slugfest, Barricade, Gigatron, Warwolf, Starscream, Sunstorm, Thundercracker, Skywarp, Thrust, Dirge, Ramjet, Nacelle, Slipstream, Vehicons, Leapers, Snipers, Fracture, Skyquake, Dreadwing, Star Fall, Demolisher, Frequency, Flip Sides, Enemy, Thunderblast, Doomsday Marshal, Nightra, Smolder, Steamhammer, Schism, Treadshot, Hypergear, Deadlock, Heist, Quake, Lugnut, Rage, Strika, Blackout, Onslaught, Swindle, Brawl, Blast Off, Vortex, Fallen Angel, Shockwave, Lockdown, Razorclaw, Divebomb, Tantrum, Rampage, Divebomb, Hun-Grr, Cutthroat, Windblade, Guzzle, Black Scourge, Fallback, Scamper, Armorhide, Deep Dive, Seaspray, Steve, Growl, Shrapnel, Kickback, Bombshell, Bombshock, Hardshell, Sharpshot, Chop Shop, & Airachnid.
* Following his death in Fall of Cybertron Part 1, Flame appears alive.

### Autobots to board The Ark

* Optimus Prime, Ultra Magnus, Minimus Ambus, Elita One, Bumblebee, Ratchet, Ironhide, Jetfire, Strongarm, Jazz, Prowl, Sideswipe, Sunstreaker, Kup, Springer, Mirage, Dino, Enzo, Rush, Que, Hoist, Grapple, Cliffjumper, Tailgate, Skids, Screech, Perceptor, Blaster, Steeljaw, Rewind, Eject, Ramhorn, Gears, Trailbreaker, Six Gun, Slammer, Kick-Off, Ricochet, Rev, Throttle, Blurr, Hot Rod, Roadbuster, Whirl, Wheeljack, Smokescreen, Crosshairs, Leadfoot, Topspin, Bulkhead, Hound, Road Rage, Pyropath, Tempest, Arcee, Inferno, Rollbar, Skyfire, Hauler, Nightbeat, Flare-Up, Heatwave, Evac, Medix, Siren, and Swerve.

### Autobots who remain on Cybertron

* Chromia, Glyph, Roadmaster, Moonracer, Firestar, Proxima, Aileron, Scorchfire, Grimlock, Swoop, Slug, Snarl, Sludge, Slash, Scorn, Dinobot, Alpha Trion, Maccadam, Hubcap, Stakeout, Rad, Tap-Out, and Flak.

### Decepticons who board The Nemesis

* Megatron, Fallen Angel, Soundwave, Frenzy, Rumble, Laserbeak, Ravage, Ratbat, Buzzsaw, Slugfest, Overkill, Lugnut, Quake, Knockout, Off-Road, Heist, Airachnid, Barricade, Sideways, Strika, Bludgeon, Makeshift, Dreadbot, Sunstorm, Thundercracker, Skywarp, Ramjet, Thrust, Dirge, Slipstream, Nacelle, Blackout, Star Fall, Demolisher, Trypticon, Deadlock, Shatter, Dropkick, Tankor, Dirt Boss, Grindor, Spittor, Oil Slick, Tidal Wave, Spectro, Spyglass, Viewfinder

### Decepticons left on Cybertron

* Shockwave, Skrapnel, Bombshell, Kick Back, Hardshell, Sharpshot, Bombshock, Onslaught, Vortex, Blast Off, Brawl, Swindle, Hun-Grr, Rippersnapper, Cutthroat, Blot, Sinnertwin, Razorclaw, Divebomb, Rampage, Tantrum, Headstrong, Scrapper, Mixmaster, Long Haul, Bonecrusher, Hook, Scavenger, and Fracture.

### Unknown

* Skorponok, Lockdown, Maelstrom, Acid Storm, Nova Storm, Ion Storm, Wheezing Arrow, Red Wing, Hotlink, Bitstream, Skyraider, Cogman, Mesothulas, and Gigatron.