Five Faces of Darkness, Part 2

Rodimus enters the Matrix seeking the identity of the Transformers' makers as the Quintessons manipulate events from the shadows.

On Chaar, the Decepticons have discovered the snooping Rodimus Prime and Grimlock. However, the Decepticons cannot muster enough energy to power their weapons, so they opt to beat the two Autobots to death. They overwhelm Rodimus and Grimlock, but scatter at the sight of a meteor... which turns out to be the Skuxxoid ship commandeered by Springer and Arcee. They grab Rodimus and Grimlock, but Rodimus is non-responsive. Cyclonus allows them to leave, as he has more pressing matters... such as finding Galvatron.

On Quintessa, the Quintessons are interrogating Kup, who is Cybertron's Chief of Security. They seem to know the true answers to their questions, even though he lies. They learn that Cybertron is militarily secure, but that Kup is worried about Earth's security. Ultra Magnus and Spike are surprised that the Quintessons seem to know so much, but the Quintessons end their discussion by trying their hand at interrogating Spike.

Elsewhere, Springer sets the Skuxxoid ship down. A badly injured Rodimus is mumbling Springer's name and that of the Matrix, and Arcee believes that Rodimus is naming Springer as the new Autobot leader. Suddenly, Rodimus's life force disappears. Arcee assumes the worst, but Grimlock points out that the Matrix didn't appear, so he is still alive. As for Rodimus Prime's life force, it's going on a very trippy journey through the Matrix, seeing Optimus Prime, a skull-like thing, a few robots... and the Quintessons. Coming back online, Rodimus realizes that it was the Quintessons who kidnapped the others, not the Decepticons.

On Quintessa, Spike, Magnus, and Kup overpower their guards, taking a Quintesson judge named Deliberata hostage. When they confront the court, however, the Quintessons merely sentence him to die in the Sharkticon tanks as well. The pit opens, plunging Spike and the Autobots into the pit along with Deliberata. The side of the pit opens, allowing the other Quintessons to watch. They like to watch.

Heading to Thrull, Cyclonus sends Scourge to pull Galvatron from the plasma pool. Cyclonus and the Sweeps greet their leader, only to discover that he has been driven insane by the plasma baths. Galvatron immediately proceeds to lay the smackdown on his would-be rescuers, but Scourge, who speaks crazy, manages to talk him down. Galvatron declares that they have an empire to regain, and they depart, but not before Galvatron destroys Thrull.

On Quintessa, as the Sharkticons begin to swarm in, Spike asks why they're being executed, and the Quintessons say that Spike is guilty of associating with the Autobots, who are guilty of theft. Magnus assumes that they are talking about the Decepticons, but the Quintessons point out that the Autobots inhabit Cybertron. Above, the Skuxxoid ship flies through the sky, only to be destroyed by the Quintessons' defense systems. However, the Autobots were not on board, instead arriving in Springer's copter mode. The Quintesson tribunal flees Grimlock's would-be assault, while Springer pulls the others out of the Sharkticon tank. The Aerialbots arrive with their escape ship. However, the Quintessons, obsessed with destroying the Matrix, detonate a core bomb on Quintessa. Safely in the distance, they watch their homeworld explode.

—Vortex and Swindle exposit for the audience.

—The Quintessons interrogate Kup. They apparently lack a sense of humor.

—Kup already knows how the Quintessons' justice system works.

—The Quintessons creepily enjoy Sharkticons attacking Ultra Magnus, Kup and Spike.

—Scourge and Galvatron speak crazy.