Grimlock plots rebellion as more and more Autobots fall under the influence of Scorponok, while Hot Rod makes a startling discovery in the depths of Cybertron.

Synopsis

Scorponok bursts into the Decepticon base at Fort Scyk, intending to rally the disenfranchised warriors lurking there, but his excessively florid speech serves more to confuse than to convince. Misfire speaks up for the group, pointing out that the presently-absent Soundwave is in charge and already has a plan in motion, but Scorponok makes clear that he is not requesting their obedience by killing Misfire on the spot. The other Decepticons fall into line; last out of the fort is Spinister, who surreptitiously beams a message to Soundwave, presently off out in space on Bludgeon's Warworld. But Soundwave has concerns of his own to deal with first, as he is taken on a tour of the Warworld by its master and shown the army of "ultimate warrior drones" the vessel's factories have been producing, which require the energy of the Creation Matrix to be brought to life. Convinced, Soundwave provides Bludgeon co-ordinates to the location of Thunderwing's hidden remains, and the Warworld sets course to recover them and the spark of Matrix energy that remains with them.

In Iacon, the effects of Scorponok's Gene Key have spread throughout the Autobots, who wreak destruction all across the city. Amidst the chaos, Grimlock is looking for his fellow Dinobots when he comes across Overdrive, who is then blindsided by Brainstorm and becomes the next victim of the Gene Key. As Override roars off to mess some stuff up, Brainstorm orders Grimlock back to the Civil Defense Hub on Scorponok's orders.

Not far away, in the Senate Forum, an unaffected Crosshairs, Hosehead and Blurr meet with Grapple, who leads them to a secret passage below the building. They wonder what has become of their acting leader Hot Rod and the excavation team he went to meet with, little suspecting that he has come under attack by subterranean Demons. Presently, Hot Rod is attempting to escape through underground tunnels, pursued all the way by the monsters, driven into an even more vicious frenzy that usual by something that they sense within Hot Rod that reminds them of their creator. Shifting to vehicle mode to outpace the Demons, Hot Rod hurdles a chasm, only to wind up simply passing through what appears to be a solid wall on the other side. In this secret chamber, suspended in twin beams of light, he discovers a sword and a golden disc...

Grimlock returns to the defense hub, where Scorponok chides him for disobedience. Grimlock balks, demanding that Scorponok honor the rest of their deal and provide new, Nucleon-free bodies for the rest of the Dinobots immediately, so Scorponok arranges a test of loyalty: Punch, immune to the Gene Key's effects, is brought before Grimlock, and the Dinobot leader is ordered to execute him or Scorponok will order the other Dinobots destroyed. Grimlock turns his gun on Scorponok himself, but the former Headmaster has anticipated this and protected himself with a forcefield. Scorponok produces a crystal that gives him control over the new body he created for Grimlock and uses it to subdue the Dinobot, before establishing contact with Perceptor to get an update on the endgame of his plan: the construction of a giant Gene Key in the Sonic Canyons that will be able to convert everyone else on Cybertron at once!

And on Earth, Galvatron accesses the Ark's computers using the lobotomized Shockwave, just as Megatron had done before him, and prepares to launch the ship on a course back to Cybertron!

Featured characters

(Numbers indicate order of appearance.)

Autobots

Decepticons

Others

Gunrunner (14)
Mr. Red and Blue (15)
Guzzle (16)
Blue Pretender-lookin' guy (17)
Landfill (18)
Rapido (19)
Override (20)
Skyhammer (21)
Grimlock (22)
Overdrive (23)

Brainstorm (24)
Grapple (25)
Crosshairs (26)
Hosehead (27)
Blurr (28)
Hot Rod (29)
Highbrow (31)
Hardhead (32)
Punch (33)
Perceptor (34)

Scorponok (1)
Pounce (2)
Ruckus (3)
Crankcase (4)
Needlenose (5)
Windsweeper (6)
Misfire (7)
Green dude (8)
Dreadwind (9)
Darkwing (10)

Demons (30)

Quotes

"Aren't you a little, y'know, dead?"

—Needlenose on Scorponok

"Oh. I beg your pardon, Misfire. Did I make it sound like a request?"

—Scorponok

Punch: "Grimlock? What are you doing? You're one of us. This scum... they're beneath you."
Scorponok: "Ah, but are we? I believe there is no upper limit to what Grimlock will do. His only allegiance is to himself and his fellow Dinobots. He will bend with the prevailing wind, which right now... is blowing full force in the direction of blanket Decepticon rule!"

Notes

Artwork and technical errors

Dreadwind has a mouth.
In the panel where Grimlock is ordered to execute Punch, Darkwing is colored as Dreadwind.

Continuity errors

Landmine is mentioned by Grapple, despite the fact he was killed by Thunderwing in issue #66. With the Last Autobot and his resurrection abilities having been at Cybertron's disposal in the intervening twenty years, though, it's probably not worth the time to call this a serious error.
In "Counterpoint" and "Loose Ends, Part 1" Fort Scyk was in Polyhex but here (and in its next appearance in "Destiny, Part Three") it is in the Badlands.

Continuity notes

One of the Decepticon Clones appears with Soundwave's troops at Fort Scyk. Although they are usually depicted as being identical, the next issue will reveal some visual differences between them, allowing us to chalk this up as an appearance by Pounce.
Misfire was last seen being caught in the explosion of the cannon that killed Finback in issue #75. He wasn't explicitly killed, so hey, here he is.
Dreadwind and Darkwing were last seen among Bludgeon's forces in the final issue of the original series. Guess they ditched him in the twenty-year gap.

The rarely-seen Pretender Gunrunner, Omnibot Overdrive, and double agent Punch make their Marvel continuity debuts this issue; the vanishingly uncommon Skyhammer shows up too, but he beat them all to having a Marvel continuity appearance by showing up in the delightfully bonkers German Transformers Comic-Magazin back in 1990, plus a brief appearance in BotCon 2012's comic, Invasion, set in the Classics continuity.
Crosshairs paraphrases his original bio quote on page 9, remarking that he only shoots when he can "see the wires in their eyes."
The sword and disc Hot Rod finds are evocative of the sword and shield Primus wielded during his battle with Unicron, as seen in issue #61. Clearly, a deeper connection between Hot Rod and Primus is being implied here, which originated back in the day with the fact that Primus's astral form looked really really similar to Hot Rod.
Punch is more than likely immune to the Gene Key because, unbeknownst to Scorponok, he's partially a Decepticon already in his guise as Counterpunch.

Real-life references

Other trivia

Transformers references

The whole dealio with the Warworld and its origin as a hodgepodge of technology from loads of different races is straight out of the Generation 2 comic, right down to it being used to spawn an army for Bludgeon that requires the Matrix to be brought to life. Here, however, Bludgeon has merely created some generic robot drones, whereas in Generation 2, he created new-toy-characters the Laser Rods and Rotor Force.
When Landfill crashes through the glass wall, he sends a number of recognizable items flying, including the head of Lord Straxus, a Unicron cosplayer helmet, and possibly an Xbox 360.

Furminated

Misfire gets his head crushed by Scorponok.
Punch avoids execution by Grimlock, but... he's still a captive of Scorponok, so, not lookin' so good for him.

Covers (3)

Cover A
Cover B
Cover RI

Cover A: Scorponok tortures Grimlock, by Andrew Wildman and Jason Cardy.
Cover B: Skyhammer, Overdrive, Landfill, Dogfight and Guzzle rage and destroy as Scorponok laughs, by Guido Guidi.
Cover RI: Classics Hot Rod races through the tunnels with demons clinging on, by Geoff Senior and Josh Burcham.