The Autobots are Cybertron's security forces and are first seen escorting a Cybertronian senator to an Energon-mining colony in the Cybertron system. The senator informs the miners that they are no longer needed on the colony, but that they will be relocated. Tensions rise as the miners complain about being replaced by automated equipment. An Autobot guard commander attempts to silence the lead protester, who ends up being beaten to death by the commander and his subordinates. This sparks a riot amongst the miners, who attack the Autobots and the senator. One of the miners, Megatron, gets into a fight with the commander and is shocked when he kills him with his bare hands. The Autobots retaliate using deadly force, subduing the miners with a high casualty rate.
On a prison shuttle, Megatron awakens from stasis lock, and is admired for his bravery and strength during the riot by fellow mining prisoners Rumble and Frenzy. They convince Megatron to help lead a revolt against the corrupt Autobot security force. They attack their guards and take control of the shuttle, using it to attack and escape from the other shuttles. They escape to Cybertron and hide underground in Kaon, the seediest city on the planet. Prowl notifies Sentinel Prime of the incident, who plans to locate the fugitives.
Megatron joins the secretive gladiatorial contests. He is first seen battling a bot resembling the Gobot Cy-Kill. Megatron beats him but hesitates to deliver the killing blow. After the presider, Clench, gives Megatron a weapon and orders him "finish it," Megatron smashes the defeated bot's head. The crowd chants "'Til all are one," and Megatron removes his helmet to reveal extendable plates that resemble a crown. Over time, Megatron becomes used to killing and rises to be one of the best gladiators, and his battles are distributed illegally through video recordings. A news report on this is observed by the arrogant Senator Ratbat, who appears to be working with an obscured Soundwave. The senator takes great interest in Megatron. Eventually, during a battle, Megatron betrays Clench and usurps command of the games from him.
The report is also witnessed by Prowl's forces, as well as Sentinel Prime, who plans to end the contests and states that Megatron "will hang." Autobots Fastback and Bumper are sent to scout out a potential gladiatorial site. They come across the Constructicons, who begin building the site, and throw an unlucky resident into Mixmaster's molton metal solution. Megatron, Rumble and Frenzy arrive, noting that the building is behind schedule and are approached by Soundwave, who offers to outfit Megatron with advanced weaponry, including his traditional Energon flail, which he presents in a hologram. While observing all this, the Autobots are spotted and captured by Soundwave's minions, Laserbeak, Buzzsaw, and Ravage. Megatron stomps on and crushes Fastback's head to show his power and Bumper calls him a psychopath. Soundwave and Laserbeak probe Bumper's mind and determine that he is not a threat or useful, so Megatron kills him with his bare hands.
Soundwave enters a gladiatorial location and Swindle informs him that Megatron is in a foul mood, having lost an arm in combat. Megatron greets Soundwave coldly while Hook repairs him using parts from fallen warriors. Soundwave brings good news and presents Megatron with three flight-capable combatants: Starscream, Thundercracker and Skywarp. Instead of using them to fight in the arena, Megatron uses the three of them, Soundwave, Laserbeak, Buzzsaw, and Ravage to perform acts of terrorism throughout Cybertron and kidnap Senator Decimus. Senator Ratbat seems concerned that the acts of terrorism have gotten out of control.
At the funeral for Bumper and Fastback, Sentinel Prime uses the tragedy to drum interest in capturing Megatron and his gladiators. Meanwhile, Megatron rallies a large group of gladiators. Several Transformers are in attendance, including the Predacons, Stunticons, Dynobots, and more notably, Sunstreaker, who attends under the protest of his brother Sideswipe. Megatron arrives and reveals that Rumble and Frenzy have been modified to work with Soundwave. Megatron rallies the gladiators and proposes for them to unite under the same badge, bringing out Senator Decimus to show his weakness. However, Sentinel Prime's police force have been watching, and they capture and arrest Megatron and his followers. The Autobot security center is overflowing with the arrestees and Megatron is silent. Senator Ratbat sends a directive for Soundwave to be released, while Starscream speaks to a guard and makes a deal to get out of jail and inform the Senate of some crucial information.
Starscream is taken before the Senate and delivers his message: that they helped create the Decepticons indirectly. Using his built-in weapons systems he and Soundwave slaughter the Senate. Starscream then frees the prisoners, arming them and giving Megatron his fusion cannon in the process, and general revolution breaks out in Kaon. Sentinel Prime and his team attempt to contain them, but Prime soon realizes that it is out of control. He then withdraws to "go Apex".
Meanwhile Ratbat meets up with Soundwave. During a conversation it turns out that Ratbat was the one behind supplying the Decepticons weapons and technology because, as an investor, he can make large profits by manipulating certain events (i.e. instigate a war so he can profit from the sale of weaponry). Ratbat is in the process of downloading his finances during the Autobot / Decepticon battle, but before he can flee Soundwave betrays him and steals the finances from Ratbat to fund the Decepticon's activities during wartime, then appropriates Ratbat's spark as a "resource".
As the slaughter continues, Prime returns - in a titanic suit of armor - and engages Megatron. Despite his firepower, Megatron is able to overcome him and the two fall off a building, with Prime taking the brunt of the damage. Later, Prowl's team find Prime, who has been beaten within an inch of his life. With Soundwave by his side, Megatron consider his options, reclining on a throne made out of Sentinel Prime's Apex armour.