Episode 3 of Transformers Prime, Darkness Rising part 3 first aired on December 1st 2010 on The Hub. The episode begins with a look back over episode 2 before jumping into a scene showings the three main Humans being taken back to the Autobot HQ by their respective Autobot guardians. Meanwhile within the Autobot's base, Ratchet is still trying to get to the bottom of the goo that was on Arcee in the previous episode when he becomes under attack by the Dark Energon enfused creature that was bought to life at the end of the last episode. Optimus Prime turns up and crushes the creature as the pair realise that Dark Energon is the cause.
Meanwhile back onboard the Decepticon Airship Megatron, now himself infused with Dark Energon, transforms and leaves the Decepticon based to test his new powers. These leaves Starscream in charge who wastes no time in telling Soundwave that Megatron has become affected by the Dark Energon and is not fit to lead.
The scene changes once more with Optimus Prime taking Rathet to go find where the Dark Energon came from. Prime orders the other Autobots to remain behind and protect the Humans. Arcee doesn't like the sound of baby sitting and so the female Autobot takes Bumblebee to head out on patrol, ordering Bulkhead to stay behind and look after the kids. Bulkhead explains that Optimus Prime never leaves him in charge, firmly affirming the big bot as the lowest ranking Autobot. A bored Miko decides that that now is as good a time as any to form a band and pulls an electric guitar from Bulkheads back seat and starts to play. Almost immediately an alarm bell sounds and Agent Fowler appears at the lift. The kids hide behind Bulkhead but Miko takes her guitar with her and the government official soon notices the wire and the children. After an exchange of words with Bulkhead, Agent Fowler storms off to contact the President as the scene shifts back to Optimus Prime and Ratchet walking through a wasteland before returning to show a Helicopter containig Agent Fowler leaving the Autobot base. The agent radio:s in but unknown to him Soundwave picked up on the recording and plays it back to Starscream who, upon hearing that the Human knows the location of the Autobot base, decides that now is a great time to destroy the other Autobots.
The next scene involves a chase between what is suppose to be Lazerbeak (though never named) and the human helicopter. This results in Agent Fowler becoming captured by the Decepticons but not before he can activate a mayday beacon. Whilst the Decepticons tie up Fowler preparing to torture him, Bulkhead picked up the distress call and, with a bit of pushing from the Humans, heads out through the land-bridge to the location of the signal. Bulkhead orders Jack, Raf and Miko to stay behind but litle does he know that Miko sneaks along with him. Its not long before he finds out as the pair warp right under the Decepticon warship and Miko is spotted some nearby Eradicons. A fight breaks out which Bulkhead eventually wins before making contact with Arcee and Bumblebee. Arcee radios the base to warp them back so they can then transport to Bulkheads location but the Autobot base is empty as just before hand Jack and Raf noticed that Miko has gone and, realising that she went with Bulkhead, they activate the land bridge and go after them. This means that Bulkhead is alone against an army of Eradicons, whilst Arcee and Bumblebee need to make their way by road all the way back. <\p>
The scene shifts once more back to Optimus Prime and Ratchet who discover Megatron just in time to witness him raise an army of dead Transformers using the power of Dark Energon.