Following the conclusion of Season 2, after the Autobot base is destroyed by the Decepticons, the Autobot members evacuate and scatter across the United States. Their leader, Optimus Prime, who volunteered to cover the retreat, is left severely wounded and on the brink of death amidst the base wreckage. After being rescued by Smokescreen, he even considers relinquishing his leadership position. Meanwhile, the Decepticon Shockwave uses ancient Cybertronian fossils to cultivate the dragon-type Transformer, Predaking, preparing to unleash him upon the Autobots. Leaderless, the Autobots regroup under the command of Ultra Magnus and contemplate how to counter the Decepticons' enhanced firepower and combat strength, now bolstered by powerful Beast Hunters like Predaking.