Constant war between the Autobots and the Decepticons on Cybertron has caused great hardship. Both need supplies, and select numbers from each side and intend to get them. The Autobots weren't looking for a fight with the Decepticons, but they get one out in space anyway. When the Decepticons board the Autobots' ship it takes a beating and crashes onto Primitive Earth and knocks everyone unconscious. Four million years later, in 1984, a volcano eruption causes a probe to give them all new forms which come from vehicles in the surrounding area. They all get awoken- leading to a renewed conflict and the inclusion of humans. Note: The probe sequence is longer in the original VHS release, being abridged in the TV airings likely to make room for more commercials. The abridged episode has remained the standard for all rereleases and rebroadcasts.

Things continue to progress; with the Decepticons on the move, and the Autobots gaining Spike and Sparkplug Witwicky as allies. Still, two humans may not make a difference. The long dormancy has merely delayed Megatron and the Decepticons' ambitions, and they prove increasingly proficient in making up for lost time. Repeated clashes lead to a bigger one in a Decepticon ruby mine and even bigger danger.

Following the latest action, both sides are basically back to where they started. The Autobots use Ravage and some holograms in an attempt to lure the Decepticons into a final defeat. Ravage escapes informing Megatron proves even sneakier seeing through Optimus' ruse and keeping them distracted from interfering in his own plans. Even worse, the Decepticons are done plundering Earth. With a ship ready and Cybertron in great danger, an all-out battle between the Autobots and the Decepticons looms.

Returning to Cybertron with energy is the Decepticons' top priority. The new space bridge could do that, but it has problems like possibly being fatal to whoever tries to go through it. Finding where the Decepticons are hiding, Bumblebee and Spike discover what they are doing only they don't have a chance to warn Optimus. The Decepticons instead have nasty plans for them. A space bridge trip awaits Spike, while a little reprogramming on Bumblebee threatens to see the Decepticons finally destroy the other Autobots.

With Megatron assumed dead, Starscream seizes power and does things his way. Naturally, only the Autobots benefit from his 'command' style. This also gives Bumblebee and Spike time to relax with Chip Chase. They end up getting involved in a scientist's new anti-matter experiments. Megatron is back and again in charge of the Decepticons. It turns out that he has big plans for the anti-matter meaning big trouble for everyone, especially Chip.

The Autobots prevent the Decepticons from harming a weapons factory, but at a heavy price: Optimus himself. His life is on the line, but Wheeljack knows exactly how to save him before it's too late. Problem is, the required part is back on Cybertron in his old laboratory. Bumblebee, Trailbreaker, Ironhide, Bluestreak, and Chip Chase leave to save Optimus. Without Optimus Prime in command, the Autobots are left vulnerable as Megatron hatches a plan to destroy the team on Cybertron.

Megatron believes that the key to a Decepticon victory lies in the North Pole, but quite suddenly not just via a new energy scheme. The brilliant, frozen Skyfire awaits, and it turns out he has been there for millions of years. It also turns out that he and Starscream shared something of a friendship in the past, something he hasn't forgotten. Now, the Autobots face Skyfire and the results aren't pretty. It seems like Megatron's victory is assured, but the key to convincing Skyfire of the truth involves the captured Spike and Sparkplug.

A little extra muscle in the Autobot ranks would certainly be welcome. Coincidentally, nearby dinosaur fossils provide the necessary means. Soon enough, Wheeljack unveils Grimlock, Slag and Sludge. Their poor intelligence and great strength make for an uncomfortable combination. Optimus sees all of this as a mistake shutting down the Dinobots before they can harm themselves or anyone else. However, a sudden and devastating Decepticon attack prompts reconsidering this policy.

There is a crystal of massive power out there. Both sides become aware of it and the Decepticons reach it first. It can power a weapon destructive enough to eliminate the Autobots and decide the fate of Earth once and for all. Only Windcharger, Brawn and Skyfire are in range to stop them before it's too late.

Certainly, the Dinobots give the Autobots something of an advantage over the Decepticons in battle. Naturally, Megatron wants that advantage to be his instead. That doesn't prove very difficult to do, so the Autobots are soon facing the battle fury of Grimlock, Slag and Sludge. The only chance of setting things right lies with the construction and success of the newest set of Dinobots Snarl and Swoop.

Sparkplug gets left behind when all of the Autobots believe they have a major Decepticon problem at Maharaja. In truth, the Decepticons put one over on them to leave their base vulnerable and kidnap Sparkplug. Dr. Arkeville enslaves Sparkplug for Megatron with a hypno-chip as a test of the device. It works and more humans will soon follow. Megatron has a dangerous new scheme in the works, and it includes a new space bridge. As for Sparkplug, it is decided that he can better serve Megatron when among the Autobots, ultimately making them vulnerable to a new attack. Note: This episode and its other 2 parts have events simalar to Transformers: Dark of the Moon.

Cybertron's nearby presence has sent Earth and everyone on it into chaos. The Autobots and the Dinobots have their hands full trying to protect innocents and themselves from every possible natural disaster. Undoing what Megatron has done is a major priority, but so is rescuing Sparkplug. He is currently a Decepticon prisoner on Cybertron, and the Autobots aren't about to hang him out to dry. Spike and an Autobot team are sent out, but Sparkplug is still wearing a hypno-chip meaning more danger than expected. Meanwhile, the Earth-bound Autobots try to stop Megatron.

Cybertron is proving most unwelcome to Spike and the team of Autobots. However, the only chance of disabling the hypno-chips can be found there. Wheeljack quickly gets to work on that in his laboratory. Sparkplug is soon free, but numerous others aren't so lucky at the moment. Meanwhile, Megatron has nearly succeeded and is preparing the final stages of his energy plan. The site is an island and massive tidal waves threaten the human slaves there. Optimus leads his remaining team into battle to stop Megatron once and for all.

Starscream plans to destroy Earth to gather energy of the destruction and make Cybertron his, He sets a timer in Dr Arkeville's lab. Dr. Arkeville trys to save Earth, but only Decepticons can use that device. Optimus shoots a pebble from Megatron's gun form, Making Starscream return to earth quickly being punished by Megatron.

The Insecticons have come to Earth. They certainly give the Autobots and the Decepticons good reason to take notice. The Insecticons have more in common with the latter than the former. These collective enemies don't scare the Autobots into submission, but bravery is hardly enough. Faced with such sheer power, the Autobots must rely on their intelligence and all of their resources to win.

The war gets more crowded with the sudden introduction of the Constructicons. However, rather than simply just providing raw numbers, they serve a greater purpose for Megatron. Their construction ingenuity ultimately gives Megatron every unique ability his team possesses. Of course, Optimus Prime is his primary target and in official combat. Per the terms, the loser must take his team off Earth forever. Given Megatron's current power and the Autobots being kept in the dark about it, how can Optimus possibly win this challenge?

A Decepticon attack leaves Spike wounded. To save his son's life, Sparkplug helps the Autobots transfer Spike's mind to the body of an experimental robot called Autobot X while the doctors at the hospital work on repairing Spike's real body. The experiment works like a charm and Spike's mind is in Autobot X, temporarily becoming Autobot Spike. Unfortunately, the procedure has a side effect, making the state of Spike's mind to become questionable.

Gears is in one very foul mood, so nothing is really new there. However, the Decepticons suddenly strike and get the drop on him. The thing is, all they want from him is his personality cartridge. Now, Gears has one heck of a sunny disposition no matter who he is around. Meanwhile, the Decepticons have the final component for the space needle. If they aren't stopped, the sun itself will be destroyed. Note: This episode has simalrities to Transformers: Revenge of the Fallen.

The Decepticons hit New York City, and most definitely not for the sights. Instead, New Yorkers may have to get used to living in vastly different conditions. Even worse, the Decepticons foil Optimus' attempt to stop them and exact a vicious toll on him. Now, in addition to undoing what has been done to New York City, the other Autobots must rebuild their leader from numerous parts. Problem is, they will have to scour the city first to do so.

A solar power satellite is desired by the Decepticons. To pull off the theft, they need the Autobots out of the way. Rather than try to destroy them, however, Megatron hatches a plan to change their loyalties instead. The keys to this plot are sabotaged energy rechargers in the Autobot base. Now, when they use them, the unknowing Autobots are imprinted with Decepticon ideals and forced to act just like them. Only Bumblebee and Jazz escape this fate. Sparkplug comes up with an invention to change the Autobots back, but they still have to stop the Decepticons.

It is believed that the electrocells could be very valuable assets in the war. The lure of this power brings the Decepticons and the Insecticons together again. They've had problems with each other in the past, however problems that Mirage tries to exploit to the Autobots' advantage. He is found out and Bombshell attaches a cerebro-shell to him. With Mirage their puppet, the Decepticons and the Insecticons intend to finish the Autobots once and for all.

An opportunity to defeat the Decepticons arises, courtesy of Wheeljack and a new invention. The effects may only be temporary, but the Immobilizer lives up to its name against any Transformer. Little time passes before the Decepticons learn about it. A new friend to the Autobots Carly unwittingly helps them. Now, the soon-modified Immobilizer gives the Decepticons the means to end the war once and for all. Pretty soon, only Brawn and Jazz are left standing leaving them, Spike and Carly a lot of work to do.

Megatron believes that if the Autobots couldn't transform to robot mode, they would be easy prey for the Decepticons. A new weapon is about to give him the chance to find out. Meanwhile, charity work gives a number of Autobots the chance to help humanity without having to fight in the process. Simple car activities await them, but so does a Decepticon attack. Little time passes before the Autobots are unable to transform and are at the Decepticons' mercy. Saving the day falls to just a handful of Autobots.

The Decepticons stumble upon a magnificent find: the legendary Atlantis. They believe that Atlantean forces could prove invaluable to them finally winning the war. Once at the surface level, the battle-hungry Atlanteans strike and strike hard. The Autobots face tough times and Washington, D.C. is next. However, while enjoying the sights, the Decepticons had better keep their own guard up around their supposed Atlantean allies.

The Torq III supercomputer is online and promises to be of good use to humanity. Torq III isn't a secret from Megatron. In short order, a little reprogramming grants the Decepticons practically endless supplies of oil. The Autobots quickly go to work in order to try to foil Megatron's current plan, but a difficult choice must be made.

The Autobots have been busy marking crucial energy locations for easy use and protection purposes. Naturally, this is something that the Decepticons desperately want. This is a solo mission, and they need someone that get in and out quickly. Meanwhile, word spreads about the new, powerful Nightbird being developed giving Megatron an idea. Under Decepticon control, Nightbird embarks on her mission into the Autobot base. Can the Autobots thwart the Decepticon plot and overcome Nightbird's martial arts techniques?

Megatron uses Optimus' likeness to create a clone of the real Optimus himself. Through his diabolical creation, he plans to destroy the Autobots. Megatron intends to have his Optimus clone lead the Autobots into a deadly trap he has set for them. When Spike is captured by the Decepticons, the Autobots discover which Optimus Prime is the real Optimus Prime and they save Spike's life, foiling Megatron's evil plot.

A means to forcibly use Devastator for the side of good is found. This proves quite fortuitous, as Megatron and the Decepticons are embarking on a new, dangerous plan. Regardless of the consequences to the planet, they want energy from the Earth's core itself. Worse, they have nearly drilled the whole way there. A showdown is looming underground, but both sides' attempts to use Devastator for their benefit spell disaster for all of them. Can both sides save the day and themselves from Devastator?

The Insecticons are turned into time bombs when they devour the Nova power core. The power core threatens to blow them to pieces unless the Autobots can make an antidote to save the Insecticons' lives. To save them, the Autobots must join forces with an unlikely ally and it is none other than Megatron himself.

Despite possessing great power, the well-meaning Dinobots prove to be just as dangerous as Decepticons. The latest instance shows Optimus and the other Autobots just how much this needs to change. Some serious training should clear this up, but they need a place where no one else will get caught in the middle. A new island seems to fit the bill, but the Dinobots won't be alone there. Dinosaurs are very much alive there, and even worse its natural resources soon garner Decepticon attention.

The energy-hungry Decepticons get down to business on Dinobot Island. As bad as that is for everything on the island, the rest of the world suffers even more. Somehow, various temporal displacements occur and all sorts of things emerge. This mess distracts the Autobots from the real problem the Decepticons. It is ultimately up to the Dinobots to save the day, but have they finally gotten their act together?

The Constructicons suddenly get the drop on the desert-bound Grapple and Hoist. However, they claim to not be looking for a fight, but instead looking to help in the Autobot cause. They prove their newfound loyalties by using their skills on Grapple's powerful solar energy-collection tower schematics. Grapple is thrilled at the opportunity, especially since Optimus turned it down earlier. The Constructicons are lying and Megatron plans to use the powerful tower for himself.

A battle with the Decepticons leaves Red Alert's logic and reason circuits fried. As a result, Red becomes paranoid and believes that his own fellow Autobots are plotting to betray him. Starscream discovers the situation and he tricks the paranoid Red Alert into helping him steal an experimental weapon. Now, the Autobots must save Red Alert before he explodes.

The Decepticons finally locate their old ship missing since the crash on Earth millions of years ago. Above all else on it, Megatron wants and claims the Heart Of Cybertron. He becomes more powerful than ever and easily crushes anyone who stands against him. This is all very bad, but it threatens to get worse. The Autobots learn that the Heart Of Cybertron will soon explode and take many with it including Megatron himself. The only way to tamp down this threat is for Perceptor, Bumblebee and Brawn to embark on a 'fantastic voyage.' Megatron's body proves most inhospitable to the three Autobots, but inner conflicts also threaten their mission.

With the help of the wealthy Shawn Berger, Megatron turns the public against the Autobots. But Spike discovers the tape as a Decepticon trick. But before the boy can reveal the truth, the Autobots are found guilty and banished from Earth. Megatron reprograms Teletran One, sending the Autobots on a one way journey into the sun.

With the Autobots banished from Earth, the Decepticons are free to do as they desire. Megatron betrays Shawn Berger and imprisons him as well as Spike, Sparkplug, Chip, and the mayor of Central City. Meanwhile, the Autobots struggle to escape from their predicament and return to Earth to save it from the Decepticons. They return to the planet and save their human friends and Berger, foiling Megatron's devilish plot. The Autobots' names are cleared and for his part in Megatron's plot, Berger apologizes as he is going to face justice for everything he did wrong.

The Dinobots feel taken for granted for lately. This couldn't have come at a worse time, though, as a deadly scourge strikes every other Transformer. Only Cybertronium can cure their collective ills, but only the Decepticons have easy access to it. With the Autobots in serious trouble, the Dinobots are practically left to decide whether they will live or die.

Things get worse for the Autobots, while the Decepticons are back to full strength. With the Dinobots gone, hope certainly seems lost. On Cybertron, Spike and Carly appeal to the Dinobots for their help. Even if the two humans can succeed, though, the Decepticons intend to make sure that the Autobots never even lay eyes on Cybertronium under any circumstances. Saving the day ends up falling to Swoop and the two humans.

Radios across Earth suddenly experience 'technical difficulties.' Once alerted to this trouble, the Autobots trace the source of the trouble the moon-located Megatron and Decepticons. With all sorts of human matters experiencing trouble, many Autobots have a lot on their plates. Fighting the Decepticons head-on, though, falls to Blaster who has been itching to prove the worth of his unique power and Cosmos. Omega Supreme also takes on Astrotrain. However, can they all get the job done?

The discovery of a mysterious time transporter sends Spike and the Transformers to medieval times, where Starscream plots to take over the home of a knight named Sir Aethling the Red. With the help of their new friends in the past, Spike and the Autobots defeat the Decepticons and take them back to their own time with them.

Fierce action leads both Beachcomber and Thrust to stumble upon electrum, a liquid key to invincibility. There is a forest lagoon's worth of the stuff, but only the Decepticons succeed in making a claim. The results, of course, render the Autobots' weapons essentially useless. The only hope that the Autobots have is to try to fight fire with fire, but Megatron isn't about to give them the chance. What price must be paid for victory?

The Decepticons arrive on a planet called Titan, where Astrotrain tricks its natives into worshiping him and the other Decepticons as sky gods. When Cosmos is captured, Jazz, Perceptor, and Omega Supreme travel to Titan to rescue him. There, they must reveal the truth to the people of Titan about how they were tricked by the Decepticons.

A rash of car thefts suddenly occurs. The latest theft Tracks in vehicle mode. He is briefly damaged in the process and is unable to save himself. Later, he shows his thief the error of his ways and convinces him to do good. It turns out that all of the thieves are really working for the Decepticons. The stolen cars will be used to create an army against the Autobots. Can Tracks and his new friend foil their plan before it's too late?

During a Transformer battle, the space bridge malfunctions. A strange world of massive giants awaits Autobots and Decepticons alike. Such a situation isn't easy for those used to being among the tallest around. The Transformers need to find a way back home and one local child is the key. However, this planet is otherwise unwelcome to outsiders. If the Transformers don't hurry, they will be in big trouble.

Though the Insecticons are a growing threat, a new insecticide may be able to stop them in their tracks. A trip into space is required to get it, but Bumblebee, Cosmos and Spike easily succeed. The path back to Earth means a confrontation with the Morphobots, dangerous hybrids of plants and robots. As bad as a space confrontation is, things get worse when some Morphobots secretly arrive on Earth with Spike and the two Autobots. The whole team will have to find a way to tamp down this threat a task made more difficult by the Decepticons now after the insecticide.

Omega Supreme seems a bit off lately and Optimus wants to know why. After having to order Omega Supreme, Optimus gets more than he bargained for. Long ago, Omega Supreme defended Crystal City, where he was once friends with the Constructicons. Times were good. But their friendship came to an abrupt end because of Megatron and a little reprogramming. Becoming evil, the Constructicons set out to follow his orders, bringing them into conflict with their former friend, Omega Supreme.

The Autobots are eager to put recent experiences behind them, but rest-and-relaxation isn't likely to happen. An alien trap leaves everyone but Smokescreen powerless, as well as the ship itself. A little energon can fix this, but the only way to get some presents certain challenges. He is even forced to trust an alien that helped get him into this mess. Now, can Smokescreen master the art of gambling and win big? And can Dirge, Ramjet and Astrotrain be kept at bay throughout all of this?

Routine matters accidentally result in Kremzeek, who is small, seemingly sentient and made of pure energy. However, this little guy proves to be rather annoying quickly and scrambles all but Optimus, Bumblebee, Blaster and Inferno. Worse, he proves to be exceedingly dangerous and the people of Japan are about to learn that firsthand. The four Autobots and a local scientist have to move it to counter this literally growing threat. Meanwhile, an energy magnet plays a role in the Decepticons' latest plan.

The evil Deceptitran has been making life miserable for an alien world and resistance efforts have been slow going. However, one female fighter's encounter with Seaspray may help tip the scales. Head over heels in love, Seaspray is all-too happy to help her. Still, a bigger transformation than anything Transformers regularly do awaits him. Even then, is Seaspray up to the task of defeating Deceptitran?

After taking out Megatron and Starscream, Astrotrain and Blitzwing proceed to wreak havoc. The Triple Changers desire to take over Megatron's leadership of the Decepticons and they would stop at nothing to get what they want. Their mad ambitions threaten to destroy both human and Autobot alike. The Autobots must restore order to the Decepticons' forces with the help of an unexpected ally.

Across the globe, one British hunter has amassed an impressive collection of dead animals. The desire for a challenge, though, has prompted him to set sights on the most challenging prey of all, Optimus Prime. However, this hunter is no fool and intends to confront his quarry on his own terms. A number of captured Autobots certainly provides the bait to lure Optimus in. Can the Autobot leader survive what awaits him in the hunter's castle and save the day?

People are partying to music at a local dance club. They are really subtly being mind-controlled to obey Megatron's orders. Soundwave, unsurprisingly, is overseeing this project. The Decepticon-controlled humans soon start seeming weird to casual observers prompting the Autobots to get involved. It will take Tracks, Blaster, Raul and other humans to undo this Decepticon plot. Can they take down Soundwave and find a way to break the mind control?

Realizing that the Decepticons have capture his long lost love, Elita One, Optimus travels to Cybertron to rescue her. While traveling to Cybertron, Optimus is captured as well. Elita uses her special power to save him. But there's a catch. Elita's special power drains her of all her life force. Optimus takes her to Alpha Trion, hoping that he could save her before it's too late. Meanwhile, Ironhide, Powerglide, and Inferno travel to Cybertron to find Optimus and reunite with familiar faces from their past such as Chromia, Firestar, and Moonracer while battling the Decepticons. Optimus disengages his power filter and uses it to revive Elita. Together, they return to their friends and turn the tide of battle against the Decepticons.

Powerglide gets a lot more than he bargains for when he befriends a young woman named Astoria. Unfortunately, she is targeted by the Decepticons who desire to steal some kind of formula that her father was working on before he died. When Astoria is captured and taken to Megatron as a prisoner, Powerglide sets out to rescue her.

Hollywood productions don't always run smoothly, and one case almost sees stuntmen in for real-life trouble. Fortunately, tragedy is averted in the nick of time by Hoist. Since mere thanks aren't enough, Hoist now has a shot at being on the silver screen. Could Hollywood be ready for Hoist and his entourage Sunstreaker, Powerglide, Warpath and Tracks? More importantly, can they overcome a Decepticon plot involving Dirge and one of Wheeljack's inventions? The answers may be more exciting than the movie itself.

With the Stunticons at their disposal, the Decepticons hope to crush the Autobots once and for all. Problem is, the Stunticons will always be lifeless pieces of metal without the Cybertron-located Vector Sigma. Finding Vector Sigma isn't really the challenge. Finding the Key is. Upon learning that something is up, the Autobots quickly jump into action and the search. It is practically a race to see who will be first to find the Key and use it to access Vector Sigma.

With the Stunticons operational and the Key in hand, the situation is definitely in the Decepticons' favor. Most severe of all, the Key will allow Megatron to eliminate all organic life on Earth replacing it with technology. The Autobots need new allies the Aerialbots and quickly. Being unable to use Vector Sigma, though, complicates that idea. It will take sacrificing one life to give the Aerialbots' theirs. On top of that, despite his status, Silverbolt has acrophobia.

Plans for an air fortress currently take up the Decepticons and Combaticons' time. An arms smuggler helps them 'acquire' a Middle Eastern palace and airplanes essential to the plot. It's rather complicated, but necessary to maintain secrecy as best as possible. Upon arriving into the region themselves, the Aerialbots try to take care of business. Slingshot and Sky Dive get into big trouble, but are saved by Hassan who has a personal stake in this situation. Will he be enough to help the Aerialbots come out on top?

The Aerialbots are in trouble when they become trapped in the distant past of Cybertron via a time machine. There, they end up 9 million years in the past. In the distant past, the Aerialbots learn about how a gentle robot named Orion Pax was destined to become Optimus Prime. Back in the present, the Autobots are battling the Decepticons who have reactivated a headless Guardian robot. Returning to their own time, the Aerialbots form Superion to help their friends defeat the Guardian.

Autobots are suddenly Europe-bound for a charity race. They and every human driver including Augie Canay intend to win and leave the others in their dust. No one realizes that the Decepticons and the Stunticons are lurking about masterminding the whole thing. The Pearl of Bahoudin and Augie's unique car play roles in their latest plot against Earth. The former is especially dangerous if in the wrong hands. It is ultimately up to Bumblebee, Bluestreak, Tracks and Augie to foil them and their plot.

An ancient plague is causing trouble for the Autobots. It is called Cosmic Rust, a metallic plague that is caused by germs that devour Cybertronian alloys. To cure themselves of this plague, Optimus and his friends need Corrostop for it is the only known antidote for the Cosmic Rust. Although they used up all of the formula, they discover how to make more of the Corrostop. The only way to make more Corrostop is to scrape some of the formula from the Statue of Liberty. Once they acquire it, they will mass produce the formula. The Autobots battle and defeat the Decepticons and save Lady Liberty as well as get the antidote that they need to cure themselves of the plague.

Another failure to topple Megatron and a prompt island exile hardly deters Starscream. Abandoned World War II-era vehicles and stolen personality components provide the 'tools' that he needs. In no time, the five Combaticons are online and serving Starscream. These five quickly prove formidable when they are apart and also when they are united in their giant robot mode which is named Bruticus. Can Megatron possibly overcome Starscream and Bruticus?

The recent defeat has not dampened Starscream and the Combaticons' resolve, which spells bad news for everyone else. They tamper with the space bridge to bring Earth and the sun a lot closer together. All is indeed going well for Starscream, until the Combaticons start thinking for themselves. With Cybertron soon also in danger, a battle royal involving Optimus, Megatron and Bruticus awaits. Meanwhile, chaos on Earth leaves the Protectobots with their hands full.

The Decepticons are up to something and a series of thefts by the Stunticons are related. The Stunticons themselves end up biting off more than they can chew against some Autobots and get locked up. The Autobots are still in the dark about Megatron's latest plan, though, but there is a remedy from unsurprisingly Wheeljack. Advanced paint makes Optimus, Jazz, Mirage, Sideswipe and Windcharger look exactly like each of the Stunticons. The plan is infiltrate, learn about and foil Megatron's plan. It won't be easy to pass for the Stunticons while surrounded by Decepticons, though, especially when the real ones escape Autobot captivity.

The Combaticons pursue a personal agenda, which the Protectobots gladly interrupt. The only one to make it out in one piece, Swindle cuts his losses at the other Combaticons' expense by selling them off piece by piece. Megatron, however, wants all of the Combaticons back and gives Swindle proper motivation a timed bomb placed in his head. Racing against time, Swindle finds his efforts complicated by three college students and their B.O.T. science project. It turns out that they unknowingly used Brawl's personality component, which not only makes B.O.T. 'unique' it also makes it deadly dangerous. All this and another deadly Megatron plot against the Autobots, too.

The Autobots have a new leader and his name is Rodimus Prime. Under Rodimus' leadership, the Autobots have freed their home planet of Cybertron from Decepticon control. Peace has come to the universe. Unfortunately, that is not to last forever. Evil is active in the galaxy and it has its sights set on the Autobots.

Rodimus enters the Matrix of Leadership to discover the identity of the ones who kidnapped Kup, Spike, and Ultra Magnus. Meanwhile, Cyclonus and Scourge retrieve their fallen leader, Galvatron to make matters worse. Now, the Autobots have 2 enemies to deal with and they are none other than the Decepticons and the Quintessons.

In their attempt to destroy the Autobots, the Quintessons decide to form an unholy alliance with the Decepticons to complicate matters. Meanwhile, Rodimus and his friends end up on an unknown planet called Goo after the Quintessons destroyed their own home world of Quintessa.

Galvatron returns to assume his leadership of the Decepticons once more. He meets the Quintessons who offer him a deal to help him destroy the Autobots. Meanwhile, Rodimus enters the Matrix, where he makes a discovery about the Quintessons.

The Autobots struggle to defend Cybertron while their ally, Metroplex battles the Decepticons' new ally, Trypticon and Blitzwing makes a discovery about the Quintessons' plot against the Transformers. Now, it's a battle to the finish and whoever is victorious will decide the fate of the universe.

Ultra Magnus, Cyclonus, Wreck-Gar and Marissa Faireborn are captured by a Quintesson scientist who is working on an experiment of evil. However, the Transformers, Marissa, and the Quintesson scientist become trapped in some kind of negative universe, where they are forced to work together to escape from their predicament.

The Decepticons create some sort of experimental weapon and they plan to use it against the Autobots. But the Decepticons are the least of their worries. The monstrous Chaos has awakened and Kup must overcome his fears of this ferocious beast to help his friends destroy the Decepticons' new weapon.

Optimus Prime returns from the grave to lead his fellow Autobots once more, but he seems to be a different robot than he used to be. Things turn ugly when it becomes clear that Optimus has been secretly reprogrammed by the Quintessons to lure every Autobot into a deadly trap.

Daniel and Wheelie travel to an Autobot records asteroid to find out the date of Ultra Magnus' origin so they can throw him a surprise birthday party. Unfortunately, they get into trouble when they are captured by the Decepticons who set the asteroid on a collision course with Cybertron and only the Autobots can rescue their friends.

Daniel and Grimlock are accidentally transported to another dimension when they enter an ancient chamber. There, they end up on a world called Menonia, where they encounter the mysterious Red Wizard. But this wizard may not be what he seems.

The Quintessons trick Cyclonus into getting Galvatron to go to an alien planet that happens to be an asylum for the delusional and the insane. There, the doctors begin Galvatron's treatment, hoping that they can cure him of his own madness.

On an alien world, Galvatron hatches a vile plot against the Autobots. The conniving villain steals the power of 3 peaceful harmonics and he intends to use it to destroy Metroplex. To stop Galvatron and foil his plot, the Autobots and their new friends on that alien planet must join forces to stop him from destroying Metroplex.

The Quintessons hatch a vile plot to defeat the Autobots. Their aim is to try and stop the Autobot Rebellion in the past in their fiendish attempt to change history. But when five of the Autobots are accidentally sent to the past, the rest of the Autobots must rescue them and return A-3, the leader of the Autobot Rebellion to his own time.

The Decepticons arrive on an alien planet called Paradron, a planet that is inhabited by Autobot pacifists. There, they invade the planet and enslave its inhabitants. To stop the Decepticons, the Autobots gain an ally of their own named Sandstorm.

In his attempt to take over Galvatron's leadership of the Decepticons, Octane secretly hatches a fiendish plot to destroy the Autobots. Octane's plan threatens to destroy both humans and Autobots alike. To make matters worse, monuments from around the world are stolen and the Autobots must find them and return them to their rightful places.

Octane, a Decepticon traitor, is on the run and the Decepticons are pursuing him across the galaxy. Despite Sandstorm's help, there is little protection that the Autobots can actually offer him. Then, Octane takes refuge in some kind of ancient Decepticon crypt on Cybertron, where he encounters the vengeful ghost of his former comrade, Starscream, who is scheming to seek his revenge against Galvatron for destroying him. The conniving villain secretly conspires with Octane to destroy their former leader once and for all.

Starscream strikes a bargain with Unicron to be given a new body of his own. The Chaos Bringer tells that he will only agree to grant Starscream his request in exchange for performing 3 labors.

The Quintessons trick the Decepticons into unleashing their monstrous beast, the Dweller. Awakened from its slumber, the creature targets Autobots and Decepticons alike, turning some of its victims into energy vampires. Now, the Autobots must prevent the beast from draining their home planet of Cybertron of its energy.

Daniel is troubled by recurring dreams about a gigantic version of Galvatron. Little does the boy know is that the Quintessons are behind his nightmares. It's a part of their very evil plan to use Daniel's own worst dreams to destroy the Autobots.

First Aid is having doubts about being a member of the Autobots after Swindle steals Metroplex's transformation cog for Galvatron.

A Quintesson mind trick that is played on the Junkions plunges the entire universe into chaos. It appears that the Quintessons desire to distract their enemies from the one thing they desire, a long lost alien journal that contains all their deadly secrets.

Knowing of a destructive war between 2 alien planets, the Autobots decide to broker a peace treaty between both worlds. They also find the journal that once belonged to the Quintessons. Unfortunately, the Quintessons want it back and they try to keep the Autobots from discovering its secrets. The Autobots must keep the journal from falling back into the Quintessons' dirty tentacles and they must discover why the journal is so important to the Quintesson race.

Victor Drath has had enough of the Autobots ruining his plans. He secures help from a mysterious man named Old Snake in making for the beginning of a deadly plot against Autobot City. A sneak attack disables Rodimus and his comrades. Then, they are surprised to wake up in artificial human bodies. Drath and Old Snake intend to finish them off and strike the city with the Autobots' own robotic bodies. Lacking their usual weapons and abilities, the Autobots must get by as humans and foil their enemies' plot to destroy Autobot City in order to regain their bodies.

The evil genius known as Primacron has plans for universal conquest. His means of making his dream come true gives life to Tornadron, a cloud-like entity who would destroy every Transformer and whatever else gets in his way. Now, Grimlock must stop Tornedron from destroying his friends and enemies alike.

Grimlock becomes super smart while helping his Autobot friends deal with a problem that involves anti-electrons. Meanwhile, the Decepticons travel to the head of Unicron to find more of the anti-electrons that they need to destroy the Autobots. To help his friends, Grimlock gives life to the Technobots in order to battle Galvatron's deadly allies, the Terrorcons.

The conniving Dirk Manus runs into a lot of trouble from Marissa Faireborn and the Technobots. While Dirk is in custody, it is revealed that he somehow got a hold of a dangerous weapon and intended to sell it to the highest bidder. It also turns out that the Quintessons expressed the most interest in it, but they didn't pay for it. Now, Marissa, the Technobots, and Dirk need to get the weapon back from the Quintessons before it's too late.

While battling Decepticon and Quintesson forces, the Autobots end up on an unknown alien world. There, they meet the natives of this world who have been imprisoned by the Quintessons for a long time. But when Perceptor goes missing, the other Autobots must find him before the Quintessons do and free the natives from their imprisonment.

Rodimus is feeling the pressures of leadership. But when he is attacked by the Decepticons, they steal the Matrix of Leadership. As a result, he reverts to carefree Hot Rod once again. As Hot Rod, he does not want the Matrix back. Eventually, Hot Rod will realize his obligation if he is to defeat a mutated Scourge to regain the Matrix.

A deadly plague is unleashed upon an unsuspecting universe. It begins to infect humans and Transformers alike. This plague induces hatred and it threatens to destroy everything in its path unless a cure is found.

The operation to revive Optimus is successful. Back from the dead, Optimus leads his Autobots in a desperate bid to regain the Matrix of Leadership in order to find a cure for the spore plague.

The Decepticons steal the key to the Plasma Energy Chamber. The Autobots regain the key, but a volt of Plasma Energy strikes their ship, sending them millions of miles into space. They crash land on a distant planet called Nebulos, where they are captured by a band of rebels who fear that the Autobots are controlled by their mortal enemy, the merciless Hive. But after the Decepticons arrive on their planet and wage a brutal battle, taking five of the Autobots captive, the Nebulans agree to help the remaining Autobots. With his son, Daniel wounded, Spike attempts to merge the Autobots and the Nebulans into a new breed of Transformer known only as the Headmasters.

The operation to merge the Autobots and Nebulans into Headmasters proves to be a success when they go to rescue their captured friends. But the Decepticons join forces with the Hive to become Decepticon Headmasters and Targetmasters. While on Cybertron, Optimus Prime merges with Vector Sigma and he discovers the deadly secret of Plasma Energy. But this information may have come too late for Zarak, evil leader of the Hive, succeeds in converting the Hive's entire city into a Decepticon super robot, the most powerful ever created, the deadly Scorponok.

With his son, Daniel and his friends, the Autobots captured, Spike finds a way to stop the Decepticons once and for all. The answer to saving his son and friends lies in the lost city of the Hive. With the help of Cerebros, Spike changes the lost city into an Autobot Headmaster named Fortress Maximus. Unfortunately, Galvatron opens the Plasma Energy Chamber and its energy overloads the Autobots as well as Earth's sun, causing it to go nova. Now, Spike is the only one who can save the Autobots and the universe by shutting down the chamber.

After travelling into the distant past via a transwarp drive, the Maximals battle the Predacons in outer space, but both ships crash land on a mysterious planet. They scan for beast forms to protect their robot forms from the planet's large amount of Energon. Enraged by the apparent failure to land on Earth, Dinobot challenges Megatron for leadership of the Predacons, but is blown away by Scorponok. After the first battle on the planet between the Maximals and Predacons, Dinobot reappears to challenge Optimus Primal for leadership of the Maximals.

After the Predacons interfere with Optimus and Dinobot's duel, Dinobot agrees to serve under the Maximals, but the Predacons find an Energon-infested mountain. The two teams have a battle to get the Energon, but the Energon explodes after Dinobot saves Optimus from Megatron. Knowing that the Predacons are not gone for good, the Maximals prepare themselves for the expected long-term conflict for control of the planet's Energon, which Optimus declares to call the Beast Wars.

After losing a prototype comm-link developed by Rhinox, Cheetor tries to redeem himself by sneaking into the Predacons' base. However, Tarantulas captures Cheetor, leaving it up to Rattrap to rescue him.

The Maximals try to place a Predacon detection system during an Energon storm and Cheetor somehow ends up in the Darksyde, while Terrorsaur ends up in the Axalon. Using Terrorsaur to discover how the transportation occurred, Dinobot goes to Optimus with a plan to beam a bomb to the Predacon base. Meanwhile Cheetor discovers an Energon vein running between both bases.

An alien probe appears, and Optimus is seemingly disintegrated, leaving the Maximals bickering over who is in command.

Terrorsaur finds a floating mountain rich with Energon. It makes him incredibly powerful, and he plans to overthrow Megatron and defeat the Maximals once and for all.

A stasis pod lands and the Maximals and Predacons race to reach the protoform. Tigatron comes out, joining the Maximals, but he prefers to stay out in the wild rather than the base, so he asks the Maximals to call him when they need him.

Another stasis pod lands and Tarantulas gets there first, releasing Blackarachnia. Rattrap's loyalty to the Maximals is questioned by Optimus and he nearly joins the Predacons.

Rattrap and Dinobot accidentally activate Sentinel, the Axalon's new defense system, before it has learned that the Maximals are friends. Feeling guilty for starting it, Rattrap stays inside the Axalon to shut down Sentinel. Meanwhile, Blackarachnia leads a Predacon mission, trying to break into the Axalon, leaving Tigatron the only one to stop them.

Scorponok tries to infect Optimus with a virus meant to change him into a coward, but it changes the gorilla into a battle-hungry maniac instead.

The Maximals detect a Cybertronian probe, and try to contact it.

Terrorsaur leads a rebellion against Megatron, and the ensuing fight accidentally blows up the Darksyde when an Energon sample is hit. Thinking they have won the Beast Wars, the Maximals decide to salvage parts from the Predacon ship and go back to Cybertron. But the destruction of the Predacons turns out to be an elaborate ruse planned by the Predacons themselves.

Rhinox is converted into a Predacon by one of Tarantulas' machines, but his new-found temper becomes dangerous to Megatron and his crew.

Megatron uses a non-transforming clone of Dinobot to try to shut down Sentinel, while Terrorsaur traps the real Dinobot in a cave.

Rhinox and Cheetor must defend a crashed stasis pod from the Predacons. They are successful and Airazor is born. The concept of sparks is introduced in this episode, it is a concept that is used in Transformer lore that is still used today.

A strange floating island appears. Tigatron and Airazor are soon stranded on it, while Blackarachnia and Scorponok attempt to take control of it.

The Maximals and Predacons battle for control of the floating island. But Blackarachnia gets it, and plans to use it for her own agenda.

Tarantulas and Blackarachnia attempt to make a third spider Predacon using a crashed stasis pod, but end up creating Inferno, an insane fire ant Predacon.

The Predacons steal the Energon shielding system from the Axalon. The Maximals are forced to stay in beast mode, and the instincts of their animal counterparts begin to take over.

Scorponok and Waspinator blow up a pit of Energon while Cheetor, Rattrap, Rhinox, and Dinobot are mining in it. All four Maximals are blinded, and must somehow make it back to the Axalon.

Waspinator is possessed by the spark of Starscream.

Tarantulas infects Rhinox with a cold-like virus which causes him to expel his Energon supplies in the form of destructive hiccoughs. Eventually, he will not only destroy the Axalon, but himself as well. Dinobot and Rattrap must cooperate for once as they search for Tarantulas' lab, hoping he has the counter-virus.

After accidentally killing a feline friend in a fight with Inferno, Tigatron feels guilty and almost leaves the Maximals. But Dinobot and Optimus are able to bring him back. Meanwhile Inferno, Waspinator, and Terrorsaur are looking for a gift to give to the”Queen”, with Tigatron and Dinobot at the top of their list.

Inferno finds a second Golden Disc, marked with alien runes. Megatron and Optimus supposedly agree to a truce, and Tarantulas is determined to get off Earth.

Optimus, Rattrap, and Airazor discover an alien structure. Meanwhile, Blackarachnia discovers Tarantulas' escape plans and forces him to let her tag along.

The Vok unleash a monstrous weapon, an artificial moon, intending to destroy Earth and all Maximals and Predacons on it. Using a stasis pod equipped with transwarp cells, Optimus flies to the moon to destroy it, but Megatron deviously seals the pod shut, causing Optimus to be destroyed along with the moon.

The Transwarp explosion, which results in the destruction of the Vok's artificial moon, unleashes an Energon wave, the impact of which kills Terrorsaur and Scorponok. Rattrap and Cheetor gain new Transmetal forms from its irradiation, but so do Megatron and Tarantulas.

Two Fuzors - Silverbolt and Quickstrike - are created from damaged stasis pods, and Megatron is able to convince them to join the Predacons. Meanwhile, Tarantulas is able to download his spark back into his new Transmetal body. Dinobot steals the Golden Discs after he and Waspinator find out that the planet they are on is prehistoric Earth.

Thanks to the efforts of Rhinox, Optimus Primal is revived as a Transmetal, and after a battle with the Predacons, Silverbolt joins the Maximals.

Tarantulas, Quickstrike, and Blackarachnia are sent to secure a new Predacon post, but their conflicting intentions and the intervention of Rattrap and Silverbolt complicate things.

While on a reconnaissance mission, Dinobot is captured by the Predacons. Instead of fighting them he announces that he wants to be a Predacon again. He is able to prove his loyalty by defeating Quickstrike, but when he has to kill Rattrap, he starts to reevaluate his allegiance.

Tigatron and Airazor are beamed into space after discovering a new alien device. The Maximals and Predacons battle for control of the weapon.

Megatron gains control of the alien weapon, and plans to use it to conquer Cybertron. The Maximals are forced into an uneasy alliance with Tarantulas in order to stop him.

The psychotic Protoform X crashes on Earth and attacks Maximal and Predacon alike. Eventually, Megatron removes his Spark, using it to blackmail him into joining the Predacons under a new name: Rampage. During this time, Silverbolt and Blackarachnia begin a relationship.

The Predacons attempt to annihilate a colony of pre-humans to change the outcome of the future war between the Autobots and Decepticons. With no other Maximal around, Dinobot faces the whole Predacon army alone in battle. He tries to prevent them from changing history, even if it means sacrificing his life. This episode is widely considered to be one of the best episodes in Transformers history. It is also considered to be the episode which catapulted Dinobot into the Transformers Hall of Fame in 2010.

A faulty Transformer named Transmutate is created from a damaged stasis pod. Silverbolt and Rampage compete for its trust, but Transmutate is killed by its own power while attempting to break up the fight between Silverbolt and Rampage.

The Tripredacus Council is hit by the explosion caused by the destruction of the alien device in "Other Voices", and recognize the signal as being from Megatron's ship. After blocking the wave from reaching the Maximals, they send a covert operative to capture Megatron. The agent turns out to be ex-Decepticon Ravage, who makes an alliance with the Maximals in order to capture Megatron.

Optimus and Cheetor attempt to recover an Energon stash, but are damaged when it is destroyed by Inferno. Meanwhile, Silverbolt follows Blackarachnia to a mountain that Megatron has been interested in, and Megatron wins the loyalty of Ravage by showing him a message left by the original Megatron.

Rattrap manages to destroy the Predacon ship, taking Ravage with it. Rampage is damaged due to an automatic missile fire. Meanwhile, Blackarachnia and Silverbolt find what Megatron really came to Earth to find: the Ark, the ship that carried the Autobots and Decepticons that would go on to fight in the Great War of 1984. After breaching Teletraan I's defense system Megatron proceeds to the control room and fires an energy blast on the dormant body of Optimus Prime, causing a time storm that begins erasing the Maximals from existence.

As the Maximals begin to fade from the time stream, Blackarachnia switches sides and saves Optimus Prime with a life-support machine. The time storm fades, but Prime is still in danger so Optimus Primal takes Prime's spark into his body to stabilize it until Prime's body is repaired. The energy from Prime's spark causes Primal's body to mutate into a new "Optimal Optimus" form. Meanwhile, Rampage destroys the Axalon's supports, causing it to fall into the water below. Optimus later returns his ancestor's spark to his body after the repairs are done. Realizing that Megatron will continue to target the Ark, the Maximals gather what they can salvage from the Axalon's wreckage and begin turning the volcano around the Ark into a new base.

Depth Charge, a Maximal from Colony Omicron, arrives on planet Earth looking for Protoform X, wanting revenge on Rampage for killing his comrades long ago. Depth Charge's frustration alienates him from the other Maximals.

After failing to set up base defenses, the Maximals attempt to salvage Sentinel from the wreckage of the Axalon. Rattrap pilots a submarine into the submerged ship, where he is attacked by Rampage. Depth Charge arrives, but only wishes to kill Rampage. Without Depth Charge's help, Inferno and Waspinator steal Sentinel from the Maximals, and it is installed into the Predacon base.

Megatron sends several prototype Transmetal II cyber-raptors to attack the early humans and the Maximals. Depending on who perfects it first, the new technology has great potential in determining the outcome of the war.

Megatron creates a Transmetal II clone of Dinobot, and Cheetor and Depth Charge attempt to interrupt the process; instead, Cheetor is presumed dead after he is exposed to the machine in an explosion. The Predacons soon come under attack from a mysterious feral beast, as a heavily damaged Cheetor returns to Maximal base.

After returning to base, Cheetor has nightmares and soon transforms into the beast from the previous episode. The other Maximals begin to hunt the creature, unaware that it is Cheetor. Megatron claims ownership of the new Transmetal II Cheetor, and sends Dinobot II to capture him. Cheetor eventually harnesses his new form.

When Blackarachnia overhears Optimus and Rhinox discussing her Predacon reprogramming by Tarantulus, she comes to believe that Optimus has decided to surgically remove Blackarachnia's Predacon core without regard for the risk to her and she deserts the base. While on the run she is hunted by Dinobot II. Silverbolt pursues as well, and confronts her on her desertion, at which point she reveals to him why she left. When she confronts Optimus with this, she is told that while the reprogramming could be beneficial to her, it is and always has been her choice to make whether or not to undergo the process. Feeling that the threat to her life is over, she returns to the Maximals.

Megatron kidnaps a young protohuman, Una, to finish a giant disruptor ray that targets Cybertronians. Una follows her directions from Megatron but Rattrap and Depth Charge arrive and save her when the child destroys the machine unintentionally.

Blackarachnia attempts to become a Transmetal II with the help of the alien device she had stolen. However, thanks to the intervention of Silverbolt, the experiment takes a terrible turn and threatens her life. Rhinox travels into her subconscious to try to rid her of her Predacon makeup, but Tarantulas and the Predacons are successful in destroying Blackarachnia indirectly. However, as Silverbolt is out for revenge, the alien device reincarnates her body into a Transmetal, thus giving her a new form.

During an attack on the Maximal base, Optimus is hit with a burrowing cyberbug that allows Quickstrike to take control of his body. Tarantulas and Quickstrike form an alliance in order to destroy the Ark and Megatron. Tarantulas convinces Megatron to use the spark of the original Megatron to upgrade himself as Optimus did. Once Megatron absorbs his namesake's spark, Tarantulas has Quickstrike drop Megatron into the lava and kill Megatron. Blackarachnia manages to stop Tarantulas, using her past knowledge of his work. Megatron rises from the lava, having now become a gargantuan red fire-breathing dragon.

Quickstrike is put to trial for his betrayal of Megatron, but it is interrupted when the Vok send Tigerhawk, a supernatural fusion of Tigatron and Airazor, to stop Megatron's interference with time. They do not realize, however, that Megatron has part of his predecessor's spark within him, thus destroying him would cause another timestorm. Upon his arrival, Tigerhawk destroys the Predacon's ship. Tarantulas captures Tigerhawk and proceeds to kill his Vok control. The experiment goes fatally wrong however, and Tarantulas is killed. The sparks of Tigatron and Airazor reunite with the body of Tigerhawk and he is welcomed back home to the Maximals.

With the destruction of the Predacon base, Megatron is forced into a corner once again as the Maximals hunt for him. Megatron sends Inferno, Waspinator, and Quickstrike to find a new base, while he goes with Dinobot and Rampage to search the debris of Tarantulas' lair for anything that may turn the tide for the Predacons. They find an underground passage that leads to a minisub that runs on a submerged track - which in reality leads to the Nemesis - the almighty Decepticon warship piloted by Megatron that first attacked the Ark on the way to Earth. Depth Charge is dispatched to destroy the submerged colossus, but inadvertently kills himself when he destroys Rampage with raw Energon. Rampage's death causes Dinobot to scream in pain. Nevertheless, the Nemesis rises from the ocean, with Megatron at the helm. Meanwhile, Waspinator quits the Beast Wars.

The Nemesis has proven to be powerful and dangerous under the now-insane Megatron, killing both Maximals and Predacons alike. Tigerhawk is destroyed with a large energy cannon, and Inferno and Quickstrike both get killed in Megatron's whimsical attempt at taking out a group of proto-humans. Optimus fights Megatron alone, while Dinobot II decides to aid the Maximals by sending them data about the Ark (a consequence from his spark now being independent, which apparently allows him to think more for himself and like the original Dinobot, though the episode hints that Dinobot II has become a conduit for the memories of the original Dinobot from beyond the grave as he recalls the last words spoken to the original Dinobot from Code of Hero, though this is never outright confirmed. However the clone loses the metallic echo his voice originally possessed upon his creation and begins to show signs of Dinobot's personal code of ethics, citing the concept of honor, which up until that point the clone did not care about, to Megatron when he is about to unleash Nemesis' firepower on a single proto-human after physically stopping him from opening fire on him). The Maximals receive the data and discover an Autobot shuttle in the Ark, which Rhinox flies and crashes into the Nemesis control tower, taking out Megatron as it goes all the way through both sides. Optimus flies away while Dinobot II bids farewell and goes down with the ship. The Nemesis is now out of control and flies off toward South America, where it would be discovered during the Great War. The Autobot shuttle and the Transformers on board are safe to resume their original place in time. The Maximals return to Cybertron triumphant with Megatron as their prisoner.

Meanwhile, Waspinator, who quit the Beast Wars last episode, is shown to be worshipped by the protohumans, and declares he is "happy at last".

The Maximals awaken on their homeworld of Cybertron, with no memory of how they got there. Unable to Transform, they are hunted down by mindless vehicle Transformer drones.

The Maximals learn how to transform and gain access to the Council Citadel. There, they learn that Megatron has taken over the planet and intends to wipe out all organic life.

While searching for clues to their missing memories, Blackarachnia and Rattrap encounter Jetstorm, Thrust and Tankor - three deadly new Vehicon Generals created by Megatron.

As the Vehicon Generals continue to hunt the Maximals, Rattrap discovers a counter-virus that helps him Transform - but once he starts, he can't stop.

The Maximals discover a new Beast Mode Maximal – a bat named Nightscream - and a mysterious fruit tree, neither of which should exist on the machine world of Cybertron.

Rattrap finally learns how to Transform, only to discover his Robot Mode has no weapons. With nowhere else to turn for protection, he strikes a deal with Megatron.

The Maximals discover a junkyard facility where the robot shells of the missing Transformers are stored. Meanwhile, Blackarachnia is utterly convinced that Thrust's spark is Silverbolt's.

Cheetor leads a dangerous mission to try to bring out Tankor's old Maximal personality. In doing so, Rattrap discovers a major clue to the Maximal's missing memories and discovers that Tankor has Rhinox's spark. Jetstorm removes Blackarachnia's spark.

Nightscream fights to retrieve Blackarachnia's stolen Spark. Meanwhile, Optimus is able to contact Rhinox's Spark, but Rhinox deals him a major surprise.

Megatron sends his Generals and Diagnostic Drone into the catacombs to kidnap Nightscream and learn the secret behind his Beast Mode. Nightscream is forced to relive a painful memory from his past.

Tankor uncovers an ancient weapon with the power to turn organic material into cybernetic metal. Nightscream gets hit by the weapon and the Maximals race against time to save him from going off-line, while Tankor's circuits overload for using the Key of Vector Sigma and permanently deactivates. While Megatron and the Maximals are unaware of his schemes, Tankor staged his own death by establishing a double before confronting the Maximals.

Rattrap uncovers a catalyst program that speeds up the growth of Cybertron's newfound plant life. Meanwhile, Blackarachnia discovers that Thrust's spark is actually Waspinator's and that Jetstorm's spark is Silverbolt's.

Megatron prepares a doomsday weapon that can wipe out everything organic on Cybertron - including the Maximals. Meanwhile, Optimus discovers his own doomsday weapon...

Optimus destroys Cybertron and realises that the oracle sent them to Earth to bring back organic life, for there to be a balance between technology and organic.

While trying to recruit the Vehicons, the Maximals discover themselves being stalked by an all-new threat.

The Maximals attempt to infiltrate Megatron's former fortress, only to have their mission threatened by their supposed new ally!

Blackarachnia finally revives Silverbolt, although he is not happy with his new form.

The Maximals are infected with a virus that turns them against each other. Optimus has second thoughts about his plan for harmony.

A seemingly empty spaceship crashes onto Cybertron. When Optimus re-formats the transformer she joins the Maximals. Her name is Botanica.

Megatron unleashes a new set of generals - who are not exactly as they appear!

Desperate to thwart Megatron, the Maximals search for the missing Sparks.

Having discovered the location of the missing Sparks, the Maximals race against time to stop Megatron from achieving his ultimate Ascension.

In the wake of Megatron's demise, something horrible haunts the planet Cybertron.

Banding together inside Megatron's floating fortress, the Maximals must protect the Sparks from the depraved tyrant.

Horribly outnumbered, the Maximals make their final stand in a desperate attempt to protect the sparks.

With the others Maximal's sparks taken by Megatron and now having the body of Optimus Primal's "Optimal Optimus" from the third season of Beast Wars, Optimus has to face Megatron alone. Megatron absorbs the sparks and then Optimus pushes him into the planet's organic core, reformating Cybertron and destroying both Optimus and Megatron.

This season was subtitled Battle for the Spark. Season two picked up right where season one ended in a cliff hanger. The season saw the exit of Rhinox, the return of an ally, a bug bot, the appearance of new Transformers from Cybertron's history, and the ultimate demise of not only Megatron, but Optimus Primal as well.

The episode opens with a brief history of the Transformers War. It then goes to two teenagers, Rad and Carlos, heading out after school to check out a supposedly haunted cave. After traveling a while they step on a door that opens into a shaft and down they go. At the bottom they discover a glowing green stone. Rad bends down and touches it and the whole cave lights up and they feel an earthquake. The bright coloured rays burst out of the ground straight to the space. The boys' schoolmate, Alexis, feels anxiety for them and rushes in to seek them. Running outside the boys see a warp gate open with Megatron inside. Then Alexis shows up and Rad drops the plate which transforms into Mini-con High Wire who scans Rad's BMX bike and transforms into it. The kids try to escape on High Wire but Megatron blocks their path and demands them to give him back the Mini-con. Just in time Optimus Prime warps in to battle Megatron.

The two robots battle it out for the Mini-Cons while the kids and High Wire decide to make their escape. As they try to outrun the two Decepticons, Demolisher and Starscream materialize in front of them, while on their other side the two Autobots, Red Alert and Hot Shot appear. The children are led back to the cave by High Wire and Optimus manages to hit Megatron hard enough to send the Decepticons into retreat.

At the Moon base, Cyclonus takes snaps when the other 'Cons return empty-handed. He declares to Megatron that he can find the Mini-Cons and sets off at once to search. Back on Earth the kids find a passage to the Mini-Cons' ancient spaceship, where Carlos and Alexis awaken their own Mini-Cons. Carlos' Sureshock turns into a skateboard while Alexis' Grindor becomes an electric scooter. After a while they decide to take them out for a spin.

On the Moon Megatron finds his own old Mini-Con partner (named Leader-1) and demands why Cyclonus didn't see it. After giving him a lesson, he tells Leader-1 to show his power, and the Decepticons are astonished. Then Megatron demonstrates to his subordinates their new Earth vehicle modes. Starscream now can transform himself from robot to a supersonic jet-fighter, Demolisher can become a self-propelled gun, Cyclonus looks like a military helicopter. Megatron himself transforms into a tank. And now they leave for Earth.

As the kids come over a rise they find Megatron and his guys. They try to run away, but the Decepticons encircle them. It seems to be no escape for them. Unexpectedly Optimus Prime drives up to them, knocks Megatron and Demolisher down and takes the children and the Mini-Cons away. He and the other Autobots are disguised as the Earth cars. They are ready to fight the Decepticons.

The Autobots and the Decepticons battle while the kids and the Mini-cons run for cover, only to nearly be buried in a landslide. Hot Shot and Red Alert save them. During the battle Alexis notices a strange sparcles in a cave on the mountainside. Everybody runs there. They find Mini-cons for Hot Shot and Red Alert and would've got more if it hadn't been for Cyclonus. Though the Decepticons have to retreat again, he gets a Mini-con panel and brings it to his chief. Megatron gives this Mini-con (whose name is Blackout) to Demolisher and says that every Decepticon must have his own Mini-con in order to defeat the Autobots finally.

Later, at the crashed ship, the kids ask Optimus Prime why the Autobots are at war with the Decepticons and why all of them want to capture the Mini-cons. Optimus Prime explains that the Decepticons strive for Universal domination and treat the Mini-cons as their slaves, and the Autobots want the Universe (and the Mini-cons too, of course) to live in peace and freedom. Then Rad, Carlos and Alexis introduce themselves to the Autobots and promise to do whatever they can to help. The episode ends with everyone rushing to the control room and Rad comments on all the Mini-cons coming online.

This episode picks up where the last one left off. The Autobots are about to head out to find a Mini-con, when the kids come and beg to go with them. They are given special suits to help protect them, climb into Optimus's cab, and get their first taste of 'warping'. They arrive in a valley where they are supposed to find a Mini-con. Here the team splits up into three groups in order to broaden the area of the quest. Carlos goes off with Red Alert, Optimus Prime stays with the Mini-cons, Rad and Alexis become the passengers of Hot Shot. What a trip! Hot Shot is a crazy racer indeed, and the kids feel themselves highly bleaky in his cab.

Little flying robot Lazerbeak discovers a Mini-con panel in the rock, but before the 'Bots have time to take it, the 'Cons attack them in their usual way named "divide and conquer "Demolisher pursues Red Alert, Cyclonus chases Hot Shot and succeeds in making him trapped among the stones. Optimus Prime meets face to face with Megatron himself. Thanks to his Mini-con partner Megatron gains the upper hand and wounds Prime. Just as he is about to finish the Autobots' leader, Starscream (who had got an order to stay at the Base) suddenly appears. He declares himself to be mighty enough to destroy Prime. The kids are horrified because Optimus seems to be doomed. But then High Wire, Sureshock and Grindor unite and form a new strong and rapid robot named Perceptor. He strikes Megatron and Starscream and defends Optimus Prime till the new Mini-con awakes. This Mini-con turns out to be Optimus' old partner, Sparkplug. He unites with Optimus and gives him the strength to attack both Megatron and Starscream and send them packing. Megatron is forced to retreat to the Decepticon Base. He is in great fury. By his order Starscream gets a severe chastisement for his disobedience.

Hot Shot and Red Alert are having a disagreement about their battle techniques ?s well as about their style of life. Red Alert asks Hot Shot to help him in his never-ending housekeeping job on the Autobots' base, but Hot Shot likes more to play with the kids than to work. Optimus Prime tells him that Red Alert was a brave soldier while on Cybertron and that his cares are quite necessary for every member of the Autobots' team, but Hot Shot seems to be not convinced of this. Soon, however, the conversation ceases because a new Mini-Con signal is detected in Antarctica. All the Autobots and their children partners set off there. But so do the Decepticons, too.

Megatron sends his soldiers to seek a Mini-Con. Starscream is the first to see the Mini-Con panel while flying along the rift in the glacier. He wants to take the Mini-Con himself for he has no Mini-Con partner yet. When he notices Hot Shot (with Carlos in his cab) coming nearby, he attacks him. But Hot Shot knockes him off so that Starscream is heavily damaged. Megatron, Demolisher and Cyclonus appear in this moment. They mock at Starscream and attack Hot Shot themselves. Megatron succeeds in catching Hot Shot, but Red Alert saves Hot Shot's life by a power ring which he ejects from his chest. This ring hits Megatron and forces him to release Hot Shot. Meanwhile Starscream recovers and tries to break the ice wall of the rift and to take the Mini-Con. Red Alert, however, prevents him to do this, so that the Autobots get this Mini-Con too and return to their Base victoriously. Rad is glad that Red Alert and Hot Shot are good friends again and are working as one team now.

This episode begins with the firing of the Autobots and the Decepticons. Starscream orders Demolisher and Cyclonus to attack the Autobots from the flanks; then he transforms and attacks them from the air. But Optimus Prime shoots him down and prepares to make the final 'control shot' right to his forehead. But suddenly the Autobots turn out to be sheer holograms. This battle was only a simulation. However, Megatron is very angry with his warriors and especially with Starscream. Starscream promises Megatron to fight more effectively if he gives him a Mini-Con. Just in this time a signal of a Mini-Con is detected. The Autobots receive it too.

This Mini-con is somewhere in the large forest. It is hard for the Autobots to drive here, and Hot Shot wants to cut a passage through a wood, but Rad asks him to spare the trees because it is necessary to protect nature. Optimus Prime agrees with Rad. Suddenly the Autobots face with the Decepticons, and a new battle begins. Starscream wants to attack the Autobots from the air, but Cyclonus is on his way, and Starscream's shot misses the target and sets the wood on fire. The Autobots together with the kids and the Mini-cons do their best to put out the fire.

Meanwhile Demolishor finds the Mini-Con on the top of the huge old tree. Starscream begs Megatron to give this Mini-Con to him, but Megatron denies his request (really, he doesn't want Starscream to have any Mini-Con). Starscream doesn't dare to argue further, but he has something in mind. Soon the Autobots return and the battle resumes. Accidentally Starscream has no enemy to fight. He catches the moment to get the Mini-Con. He is extremely happy to have a Mini-Con partner at last and names him Swindle. Now Starscream decides to demonstrate his new extraordinary power to everybody. He almost destroys both the Autobots and Decepticons by a single fire of his plasma gun. None-too-pleased Megatron orders the Decepticons to retreat. Before following his chief Starscream warns the Autobots that since now they must not to take their eyes off him. Optimus Prime considers that he is right.

At the end of the episode the Decepticons have a battle practice again. But now Starscream alone destroys all the 'enemies' easily. He begins to wonder if he is stronger than Megatron when it comes to being leader. But Megatron has quite opposite point of view on this question.

Rad and Carlos decide to take Highwire and Sureshock to the town carnival. Then the rest of the Mini-cons show up, all in their natural forms, attracting the attention everyone there, particularly that of Fred and Billy. Billy sees Highwire and Sureshock transform and hatches a plan to catch the Mini-cons. A chase ensues with the 'Bots wrecking the fair. Hot Shot saves Billy and Fred when his Mini-con Jolt carries them to the top of a balloon.

The new stage of the Mini-con hunting opens when Optimus Prime and his team arrive to a desert to search for the next Mini-con location. Demolisher lays an ambush there and shells the Autobots. The children set off to clear the matter up. Unexpectedly a sandslide begins. Both the children and Demolisher fall down a mysterious ancient underground palace. There is a picture of a Mini-con on the wall. Rad, Carlos and Alexis discuss this fact. Suddenly they find themselves surrounded by terrible metal spider-like creatures. They are within a hairbreadth of death, but Demolisher (unwillingly, of course) saves them. While the ?Con deals with the metal spiders, the kids go farther and get into a splendid and stately throne room with a Mini-con panel lying on the throne. Soon Demolisher comes here, too, and sees the Mini-con. But when he tries to catch it, the palace begins to collapse...They all have a miraculous escape...just to find themselves in the thick of the next battle of the Autobots and the Decepticons. Later, after the battle, Megatron demands Demolisher to give the new Mini-con to him. Demolisher attempts to object to his master, but Megatron forces him to obey very soon. Starscream witnesses the scene; though he is not a friend of Demolisher, he understands that Megatron treats him unjustly.

Billy and Fred are kidnapped by Cyclonus and when the Autobots try to rescue them Megatron captures all the kids and holds them for ransom. Megatron was thinking keeping the children as pets. The autobots were going to send their Mini-cons to the Decepticons, Megatron needs those humans for the future.

A new Mini-con appears and the Autobots and Decepticons go after it. The signal comes from a large town. In order to obtain the new Mini-con the two races will have to go underground. The Decepticons send their Minis to investigate the underground tunnels. The kids together with their Mini-cons do the same. During their quest they get into a derelict subway station. Here they find a Mini-con panel which is walled up in the ceiling (meanwhile somebody watches them). They succeed in pulling the panel out and decide to return to the ’Bots as soon as possible. While going through a tunnel the kids spot somebody (seemingly a 'Con) chasing them. They run away but are faced with the Decepticons' Minis. The kids seek safety in flight again. Now they are in a strange natural tunnel. Rad sends Lazerbeak to Optimus Prime for help. However, the Decepticons find their shelter well before the Autobots have time to get there. Suddenly an unknown Transformer comes to children's aid and fights the Decepticons. Just in this time the tunnel collapses and buries both the kids, the Minis and their defender. When Optimus Prime and his guys come at last it seems to them that it's all over. Cyclonus takes the new Mini-con, and the 'Cons warp out. But it appears very soon that everybody is alive. The mysterious Transformer turns out to be an Autobot warrior named Smokescreen. All the 'Bots are happy to see their old chap again.

The Autobots receive a new strange signal. It is a picture of a beautiful blonde girl. Carlos is charmed by her. He is sure that she is in danger and demands his friends to leave for rescuing her. But the signal appears to be received from under the Ocean. Red Alert explains that it is a Mini-con signal in reality, but Carlos doesn't believe to him. The Autobots submerge to the Ocean depth (with Rad, Alexis and Carlos in Optimus Prime's cab). There they see the ruins of an ancient town (Rad thinks that it is Atlantis). While they drift under the sea the Decepticons attack them. The Optimus' cab is damaged and the children almost sink. But Optimus Prime, with the aid of his comrades, succeeds in breaking through the gate of a central tower, where he finds a kind of an air bell so that the kids can breathe well again. Optimus then returns to his guys who fight the 'Cons. While the robots face off, the kids find a hologram of the girl with whom Carlos is greatly taken. She tells them about the three Mini-cons which had fallen on the Earth at one time. They could form a mighty weapon named Star Saber which ruined the country and its people after all. She begs them never to wake these Minis and never to use the Star Saber. But at this time Megatron breaks through a wall and gets the Mini-con (it proves to be one of the "Air Defense Team"). Now the tower is completely demolished together with all the remains of the ancient civilisation.

The Autobots and their children partners return to the Base. But Carlos is upset very much because he knows now that the blonde beauty is only a hologram, and Rad comforts him.

At the Autobot base, Rad had figured out how the people who had the Star Saber destroyed themselves.

Meanwhile, Megatron is infuriated that the Mini-con panel he caught would not activate. He tried once more but did not succeed.

Rad asks Optimus how to end the transformers war. Optimus explains that though both Decepticons and Autobots are the same, except the Decepticons desire to rule the universe. They created an army to begin conquest of Cybertron but their progress was halted by the Autobots who sprang into action. After years of fighting, both sides ruled one half of the planet. Then, the Mini-cons came in. No one knew how they were created but they were used as power sources. Eventually, the Mini-cons wanted to leave, something the Autobots agreed on. They protected the ship holding the Mini-cons. As they escaped, the Mini-cons went into stasis in the form of panels. Through use of a diversion, the Mini-cons made it to Earth.

Optimus says it might be luck or destiny that the kids found High Wire in the first place. It is what drew the Autobots and Decepticons to Earth.

Suddenly, the base's alarms find another Mini-con using Laserbeak. They travel to the remains of an amusement park and began searching. They are then ambushed. While the two sides fought, the kids went searching for the Mini-con. The other Mini-cons fought against the Decepticons while the kids locate the Mini-con. Suddenly, the volcano erupts, burying Optimus. While Hot Shot got the kids to safety, Smokescreen digs a trench to move the lava. Just as Megatron got the panel, Optimus came in. Cyclonus got the panel but is barraged by the Street Action team. With the panel safe in Autobot hands, the Decepticons retreat.

Later at headquarters, Red Alert theorizes that the Mini-cons are trying to achieve peace in the universe.

At Decepticon headquarters, Megatron succeeds in activating the Mini-con panel and orders the reawakened Mini-con named Sonar to lead him to the others.

Cyclonus was sweeping the area for the Autobot base. Megatron is certain of it because of Sonar, the awakened Mini-con has confirmed. Finally, Cyclonus finds the base.

At that moment, Rad, Alexis and Carlos are showing Billy and Fred the base. Suddenly, the alarms go off. Unaware of where everyone was, Fred and Billy aimlessly go off. Just then, the Decepticons warp in. They are attacked by the A-Base's defense system. However, the Autobots had to shut off because Fred and Billy are caught in the crossfire. Seeing Sonar, the Autobots formulate a plan. Hot Shot, however, goes off recklessly. The kids go off to save Billy and Fred, disobeying Optimus' orders.

Hot Shot faces off against Megatron but gets rescued by Optimus while Smokescreen goes good to his namesake. After closing a blast door, Optimus gives the inactive Mini-cons to Hot Shot. Demolisher is lassoed by Smokescreen while Starscream is played by Red Alert who is just using a decoy panel to trap the Decepticon.

The kids find Billy and Fred but are also found by Cyclonus. They lure him to the transportation room where Rad sends Cyclonus to a snowy mountain.

Hot Shot lures Megatron into an electrical trap but he breaks free and has Sonar awaken his brethren, forming the Star Saber. Optimus manages to blast it out of Megatron's hands and it lands in Hot Shot's hands. Hot Shot recklessly charged into the fold but is thrown back by a barrage from Megatron. Rad tells Hot Shot to believe in the power of the Mini-cons. Through luck, Hot Shot succeeded in maiming the Decepticon leader, forcing all the Decepticons to retreat. Optimus grants Hot Shot the Star Saber.

Megatron, repaired, is furious and vows to get revenge.

Demolisher, Starscream and Cyclonus search for a Mini-con panel among the high rocks. While Starscream tries to get it, Hot Shot appears, armed with the Star Saber. He attacks the 'Cons and wounds them all. The Decepticons are forced to warp out. Hot Shot is proud of his victory very much. Optimus Prime warns him that it is no time to relax yet, but Hot Shot declares overconfidently that the Star Saber will soon put an end to the war.

In the Decepticon headquarters everyone is in low spirits. Megatron states that it is necessary to warp in to the A-Base again and to seize the Star Saber, but Demolisher objects against this plan because it is mortally dangerous. Starscream says nothing, for he is too busy with the repairing his own hand. Unexpectedly an unknown Transformer makes his appearance. His name is Scavenger, and he is an over-mighty and skilful warrior. Megatron invites Scavenger to join up with his group and promises to reward him handsomely if he helps him to obtain the Star Saber. The other 'Cons are dissatisfied with Megatron's new happy find. Starscream is especially discontented. He considers himself humiliated by Scavenger who refused to fight him because of his sore hand. But the Decepticons have to obey to their Lord, after all.

The next scene takes place on the Earth where the Autobots and Decepticons close for fighting. Scavenger watches the happening. Hot Shot is armed with the Star Saber, as usual. He brings down Cyclonus with one stroke, and Demolisher doesn't dare to attack him at all. Then Starscream challenges Hot Shot to a duel. Scavenger observes that it will be a fine performance. Starscream succeeds in wounding Hot Shot in the face, but the 'Bot cuts his wing-sword in two by the Star Saber. Starscream yells that the duel is not over yet. But Scavenger prevents them to go on with fighting. He says that Hot Shot's victory is that of the Star Saber only. Hot Shot is beside himself with rage. He attacks Scavenger but that one beats off his attack easily, so that the 'Bot drops the Star Saber. Megatron rushes in to seize the weapon but Optimus Prime is on his way. Just in this moment Cyclonus reports to Megatron that he had found a new Mini-con. The Decepticon leader finds it a suitable pretext for the warping out.

On the D-Base Scavenger informs the Decepticons that the Mini-con they've just found is part of the Skyboom Shield that can block the Star Saber.

Hot Shot is extremely proud of his new victory over the 'Cons. The kids admire him so that he is ready to believe himself to be the most powerful Autobot in the Universe.

The new Mini-con is located in a road tunnel. All the Autobots head out to find it. The boys beg Hot Shot to take them along. He agrees and jokes that they will give him a moral support. While the 'Bots drive to the tunnel the Decepticons are on the spot already. Scavenger tries to get the Mini, Megatron and Starscream watch him working. Demolisher and Cyclonus are on duty near the tunnel entrance. When they see the 'Bots coming Cyclonus cripples a track on the highway and makes a jam. The Autobots are forced to stop.

At this moment a new character appears on the scene. This is a motor-cycle Transformer. He seems to side with the Autobots because he hinders Cyclonus to fire Hot Shot in the back. Then he watches Hot Shot and Scavenger engaging in battle with each other. Hot Shot wins the duel apparently but Scavenger before going away asks him derisively if he is worth something without the Star Saber. Hot Shot wants to blow off at a mysterious motor-cyclist but hears from him that he's on his side.

Meanwhile the Autobots force the Decepticons to retreat again and get the Mini-con. Optimus Prime thanks the motor-transformer for his help and asks his name. The new acquaintance tells that on the Cybertron they call him Sideways and that he is a tramp. Then the Autobot emblem appears on his breast. So Sideways becomes a member of the team, but he doesn't have Rad and Alexis convinced that he's for the Autobots only.

Hot Shot and Sideways are the best friends now. Sideways incites Hot Shot to rout the 'Cons on their own Base on the Moon and promises that he will get a chance to do this quite soon. And, unfortunately for Hot Shot, he proves to be right...

The Autobots and Decepticons fight for a new Mini-con. Megatron and his soldiers retreat. Hot Shot and Sideways pursue them and overtake them in a canyon. They attack Megatron. By accident, they both are warped back to the D-Base with him. A short time after the Autobots hear about it. The boys are fully confident that Hot Shot will win again easily, but in reality everything is quite not so simple. The 'Cons succeed in entraping the 'Bots, and Sideways is captured by Megatron. The Lord of the Decepticons demands Hot Shot to give him the Star Saber in exchange for Sideways' life. Hot Shot readily sacrifices his formidable weapon to save his friend. But when he understands that Megatron has no intention to spare them, he summons the Air Defense Team to his aid. Starscream, being possessed by the wish to receive the Star Saber, rushes in to fight Hot Shot. He is a grave adversary but Hot Shot succeeds in disarming him. Just in this moment Sideways disarmes Hot Shot himself and reveals his allegiance to the Decepticons. Hot Shot is in despair and curses his own credulity, but it is too late. Megatron orders to his guys to give the 'Bot the "warmest reception". However, Scavenger doesn't allow the 'Cons to kill Hot Shot so that he returns to the A-Base alive at last. But the Star Saber is now in Starscream's hands. The conceited "jet" considers himself the mightiest Decepticon in the Universe now...

The Autobots lose one battle after the other since the Decepticons possess the Star Saber. Hot Shot is very sad because of the treason of Sideways and the loss of the wonderful weapon. The kids try to cheer him up, and they succeed in doing this at last. Also he is bursting with a desire to avenge himself on Sideways and Scavenger whom he considers his worst enemies.

The Decepticons have their own problems, too. Megatron strives for obtaining the Star Saber. But even he doesn't dare to take it away from Starscream by force. So he invents a plan how to seize the Star Saber by trickery.

One day both the Autobots and Decepticons head out to find a new Mini-con. It is located in a foggy woodland. All the Mini-Con hunters wander over the whole forest. Nobody sees each other till runs into him face to face. It plays into Megatron's hand, and he begins to carry out his plan.

Starscream stomps through the wood with the Air Defense Team accompanying him and dreams if he becomes a new mighty leader of the Decepticons. Somebody fires on him. He rushes in to destroy the unknown enemy with the Star Saber in his hand and suddenly comes across Demolisher and Megatron. Megatron seems to be seriously wounded. Starscream tries to explain them that he pursued an enemy firing on him but nobody believes him. The 'Cons accuse Starscream of attacking his own comrades and demand him to give the Star Saber to Megatron. Starscream is forced to obey them because there's no alternative for him. So Megatron gets the Star Saber at last. Only Scavenger understands that it was a put-up job of Megatron himself and his Mini-con partner.

As for Hot Shot, he comes across Sideways in the forest. While pursuing him the young 'Bot runs into Scavenger and challenges him to fighting. But Scavenger repels his attacks easily and tells that Hot Shot needs to perceive himself before to defeat the enemy. Then he goes away. Hot Shot follows his advice and succeeds in winning a victory over Sideways.

Meanwhile the Decepticons with the aid of Scavenger get the second Mini-Con for the Skyboom Shield. After that Scavenger leaves the D-Base and heads to the Autobot base where Optimus reveals he was spying on the Decepticons and means no harm.

The Autobots, being learned from their recent bitter experience, are not very friendly disposed towards Scavenger. Smokeskreen considers him a traitor and even doesn't disguise his feelings. So do the kids too, especially Carlos. The Decepticons, in their turn, hope that Scavenger will spy on the Autobots.

Scavenger is training Hot Shot when the alarm sounds for a new Mini-con which is located somewhere in the snow-covered mountains. All the 'Bots arrive there and see the Decepticons waiting for them. A battle ensues. Megatron and Optimus Prime start a hand-to-hand fight. While battling they are nearing the brink of a precipice. The Autobots call Scavenger for help, but he disappears, and nobody knows where he is. Smokescreen swears he's abandoned them, but Hot Shot refuses to believe in this because Scavenger is his teacher.

The children watch the battle on the monitor in the Autobot headquarters. Suddenly they notice Scavenger on the opposite side of the gulf. Carlos expresses his misgivings that this position is the best for a treacherous blow. Meanwhile both Megatron and Optimus Prime fall in the precipice. Then Scavenger shows up to save Optimus Prime, whereas Megatron falls at the bottom of the gulf. He is alive but heavily damaged. Red Alert tells to the kids that Optimus and Scavenger are old friends and that Scavenger is the most reliable of the Autobots. Smokescreen begs Scavenger's pardon for thinking badly about him.

Sideways drags Megatron out of the gulf. The Lord of the Decepticons vows to return and to take revenge on Optimus Prime.

Rad, Carlos, Billy and Fred take Smokescreen, Red Alert and the Mini-cons to a vacation site. But they forget to invite Alexis to this tour, and she is offended with them very much.

The boys and robots have a good time on the bank of a mountain river. They play in a water with their new little friend whose name is Shawn. But soon the river floodes on account of the heavy shower. The landslide begins and buries Red Alert together with Carlos and Shawn. Smokescreen does his best to dig them out. Optimus Prime, Scavenger and Hot Shot rush to his help through the warp gate. They succeed in saving Red Alert and the boys.

All the company returns to the A-Base. Well, their vacation turned out to be anything that but restful! But Alexis isn't angry with her friends already. She is very glad to see them all again.

As the two sides fight for the latest Mini-con, Autobot Blurr arrives and claims the Mini-con for his own by shooting it out of Demolisher's hands. He turns out to be a real snob and quickly he and Hot Shot get off to a bad start. The third Mini-con of the Skyboom Shield, being Downshift, activates and searches for his mates. Blurr and Hot Shot are both sent to get it but lose it to the Decepticons due to tension between the two. In the end though they gain a friendship.

Megatron stops a meteor with the Skyboom Shield, then challenges the Autobots to a battle. Optimus Prime ends up face to face with the Star Saber, but Sparkplug uses the Skyboom shield to save him.

This episode starts with recap of the previous battle; Optimus Prime and Sparkplug are saved by the Skyboom Shield. Next, Hot Shot and Blurr are denying the kids access to the base, telling them that until they learn about the power of the Skyboom Shield the kids should stay away for their own safety. The Street-Action Mini-con team gets the same response. On their way home, SureShock intercepts a message from the Decepticon Mini-cons, asking for peace. Rad and Fred race back to tell the Autobots while the others head out, only to find that the information is less than welcome. The Decepticons are behind the whole set up, hoping to use a series of warp gates to get Prime on his own. When the team arrives at the meeting spot, they see a brief view of the Mini-cons before they disappear. Fred and Rad rush in only to get warped themselves, along with a few of the 'Bots. Eventually, though, it's only them and Optimus, who in between warps tells them that the Mini-cons look up to Megatron, like a father figure. At the last warp, they meet Megatron who orders his Minis' to attack. The boys manage to convince Optimus that it's only because of Megatron that they attack, so he doesn't return fire. In the end, the Mini-cons defy Megatron to save Optimus, proving that they just want peace.

Megatron is in the great fury about the loss of their last battle. He wishes to wreak his anger on somebody, and Starscream runs into a squall. Megatron gives the airborne Decepticon a good thrashing and almost kills him, but Demolisher smashes through the door of the misused storage room and appears just in time to stop Megatron and to stand up for Starscream. Feeling cruelly and undeservedly humiliated, Starscream then challenges his leader to a duel for command over the Decepticons after Sideways had lied to manipulate both of them. Megatron wins, but decides to spare Starscream's life. Sideways views this as a huge weakness to be exploited.

The episode begins with Carlos and Rad talking to Alexis when her laptop is infected with a virus by Sideways. All three of them try to terminate him and end up getting sucked into cyber-space. While drifting through the holograms of planets they are pulled toward a hologram of Cybertron. Sideways appears and kidnaps Sureshock. Alexis then finds out Sideways didn't create the cyber world they're in and his attacks are rendered useless. Sideways begins apologizing to what appears to be an evil force even stronger than Megatron. They escape while being chased by a jawed planet with two horns and rings.

After the failure of just another attempt to get a Mini-con, the Decepticons quarrel with each other when finding out whose fault it is. Suddenly somebody invisible meddles in their squabble. The 'Cons are surprised very much, but Megatron welcomes the newcomer and calls him his 'dear friend'. This is a new Transformer. His name is Thrust, and he is the Decepticon's best tactician. He arrives on the scene just in time to help Megatron and company with a cunning plan to ambush the Autobots and get Optimus Prime on his own. Megatron begins to carry out this plan immediately.

The Autobots locate a signal of a Mini-con. It comes from the deep and narrow canyon. They move towards this place. But it appears that it is a trap. The Decepticons fire on them from the ground and from the air. Optimus Prime and Megatron fight each other, while the 'Cons draw Smokescreen and Scavenger preventing them from sending the Skyboom Shield to Optimus. Optimus Prime is in the great danger. Things are looking really bad, until a spaceship rushes in to the battlefield. He transforms in a huge robot and attacks the Decepticons in the air. When Starscream asks his name, he answers: 'You can call me Jetfire, second command of the Autobots.' The appearance of Jetfire turns the course of the battle in favour of the Autobots. Thrust's plan is ruined, and the 'Cons warp out to their Base.

Optimus Prime is severely wounded during the last battle, and he is in a bad state. Red Alert repairs him. Jetfire is now acting commander of the Autobots. When he says that there is nothing to worry about when he's there, the kids suspect him to be somewhat a boaster. Meanwhile on the D-Base Thrust promises Megatron to work out a new plan of the battle. He is sure that now the Decepticons will defeat the Autobots without fail. The Autobots, too, know Thrust as an extremely skilful tactician whose advices often helped the Decepticons to win. But Jetfire thoughtlessly considers himself to be capable of gaining the upper hand of the 'Cons easily.

The Minis inform the 'Bots about a plane circling above the A-Base for some time. This is Thrust himself. Jetfire dashes alone to fight him. But Thrust lures him in an ambush. The Decepticon plane Minis encircle Jetfire and fire on him. Then Starscream attacks him, too. The Autobots understand that their comrade is in danger. Hot Shot, Smokescreen and Blurr warp out to a little island near the battleplace with the purpose of aiding Jetfire. But just after their arriving on the island they are faced with the 'Cons waiting for them. Now only Optimus Prime can help them. And the brave leader of the 'Bots heads out for his soldiers though the kids pray him to stay on the A-Base. Optimus appears on the sky battlefield just in the moment when Starscream prepares to strike a mortal blow to Jetfire. Optimus Prime and Jetfire link up each other and form a new immense over-powerful robot Jet Convoy. Jet Convoy brings Starscream down and throws Megatron and Demolisher into the sea. So that Thrust's plan is a complete flop again.

Optimus Prime advises Jetfire to behave more warily in the future, only to hear his answer that there is nothing to worry about while he's here.

...There is a peaceful day on the A-Base at last, so that Jetfire and Smokescreen can take the liberty of competing in arm-wrestling a little, and all the others watch their tournament. Alexis is a fan of them both, and the boys don't understand her.

Meanwhile on the D-Base Thrust explains his recent failure by the fact that the 'Cons, unlike the 'Bots, don't know how to work as one team. He draws up just another battle plan for Megatron and promises him that some new Decepticons will soon enlist in his army.

The Autobots repair the ancient spaceship and make preparations for departure to their native planet Cybertron. In that time Jetfire runs through the video tapes of the previous clashes between the Autobots and Decepticons on the Earth. The children are near him. Suddenly Jetfire pays attention to Sideways and notices that the 'tramp' acts rather strangely for a Decepticon. He wonders if Sideways is a Decepticon at all.

On the D-Base Sideways incites Demolishor to destroy Thrust. He convinces him that it will be only for the Megatron's benefit. Demolishor believes him and haves a fight with Thrust. In the meanwhile Sideways is sending messages to an unknown recipient. But just in this moment he is caught by Starscream. So his double game is revealed at last. Sideways tries to escape but Thrust overtakes him. Megatron cuts the traitor up with the Star Saber. Sideways' body is reduced to the debris but he turns out to be still alive although as a mysterious ghost.

…At the end of the episode, the Autobots engage in battle with the Decepticons on the seashore. Who will win a victory in this time?

This episode picks up where the last one left off. There is a fierce firing between the Autobots and the Decepticons. Unexpectedly an ominous huge battleship arrives. This is just one more Decepticon. His name is Tidal Wave. Thrust had summoned him to help Megatron and his army to defeat the Autobots. He is a real floating fortress with the tremendous firepower. Everybody is staggered. While Jetfire fights Thrust in the air, Hot Shot and Blurr attack Tidal Wave from under the sea and succeed in turning him upside down. He is sinking. It seems that the 'Bots will gain the upper hand any moment...But then Tidal Wave transforms himself into a robot and comes to the surface. He is true giant (even by Transformer standards), and his armour is impenetrable. He fires on the Autobots, and they are in a tight corner. Even Jet Convoy can't manage him.

In that time the A-Base detects two Mini-con signals, one's icon being frozen and the other's pointing skyward. Alexis finds out one is already in the Base, while the other is on the Moon and a third right in between the duelling factions. The boys go to seek it. Alexis and Red Alert are on the command post. Suddenly they see Sideways on the monitor. He informs them that there are three Mini-cons which can link up into an all-powerful weapon named the Requiem Blaster and that if they want to save Optimus Prime they must find these Minis as quick as possible. Alexis doesn't believe that Sideways wishes them well, but Red Alert considers that there's no alternative.

In the midst of searching for the Mini-con, Fred finds it by falling into a pit. After it is activated it runs off. The episode ends with the Autobots losing.

On the A-Base the kids find a new Mini-con. He is acting strangely, tries to outrun and, when rounded up by the boys, fires at them. But Rad feels that he does so only with fear. At last the boys bring the Mini-con to the command post. Alexis tells them that this Mini-con is a member of the "Requiem Blaster" command. She asks the Mini-con (whose name is Skyblast) to help Optimus Prime to defeat Megatron, otherwise the Earth will be doomed to destruction. Rad promises him to accompany him if he agrees to go to the Autobots. Now Rad, Carlos and Skyblast together with Red Alert warp out to the battlefield.

Meanwhile the fight is going totally bad for the Autobots. Tidal Wave is practically invulnerable for the Autobots' weapon. What is more, he transforms himself into a kind of flying machine for Megatron. Megatron and Optimus Prime are fighting in the air.

Just in this time Red Alert and his passengers arrive to the battleplace. Thrust attacks them. Blurr, Red Alert and Hot Shot do their best to defend the kids and the Mini-con. Then suddenly Skyblast begins to sing an eerie tune to awaken the other two in the set that forms the Requiem Blaster. He does it quite at the right moment to save Optimus Prime's life. Both the Autobots and Decepticons are astonished by the immense power of the new super-weapon. Rad comes to the conclusion that the Mini-cons are not cowards at all. They are simply afraid their power to be used for the evil purposes.

The kids decide to take the Mini-cons out of the base, because they don't want them to be used as weapons. Everything's OK until The Decepticons discover their hideout. Thrust is chasing the kids wanting the Mini-cons. He almost gets them, but Optimus Prime arrives right on time to save them. After that the Autobots have more respect in the Mini-cons.

...It happened on the Cybertron, a long time ago. The Autobot commander charged Hot Shot to train a young soldier named Wheeljack. Hot Shot and his trainee soon became the best friends. But during a battle Wheeljack was weighted down by the stone plate. Hot Shot couldn't release him single-handed and left him to get him help. Wheeljack promised to wait for him. But the commander didn't allow Hot Shot to return to his friend's side… Since then Hot Shot knew nothing of Wheeljack's fate and thought him to be dead.

...On the Earth a rookie makes his appearance on the A-Base. He is rather ridiculous and awkward youth whose name is Sideswipe. Once Blurr had saved his life, and now Sideswipe wishes at any price to serve under Blurr's command. Blurr, however, is not too much glad to have such a subordinate. So, by Optimus Prime's consent, he charges Hot Shot to take care of Sideswipe. Hot Shot is displeased that he has to fuss over such a misfit, of course. But he does his best to train Sideswipe though it is a very difficult task. One day, when returning to the Base after the drill, Hot Shot and Sideswipe notice a black car pursuing them. This car overtakes them and rams Hot Shot. Sideswipe tries to defend his trainer but the ominous black car throws him off the highway and then transforms itself into a robot. This is Wheeljack. He tells Hot Shot that it was Megatron who had found him and saved his life, and that he had joined up with the Decepticons since then. The episode ends with Wheeljack aiming a gun at Hot Shot...

This episode picks up where the last one left off. Wheeljack explains Hot Shot that he is a Decepticon now, and then shoots at his former friend. Hot Shot is severely wounded. He regains consciousness when keeping his bed in the repair module. That is Sideswipe who delivered him to the A-Base. When Sideswipe calls on him, Hot Shot tells him the story of Wheeljack and reproaches himself in abandoning him. Some time after Hot Shot makes a secret getaway out of the hospital and sets off for meeting Wheeljack. Wheeljack waits for him at an old factory. He challenges Hot Shot to the mortal combat.

Hot Shot and Wheeljack are facing off when Sideswipe shows up. Wheeljack takes him prisoner and then sets the factory on fire. He chains Sideswipe up on the top of an oil-tank, while speaking to him derisively that Hot Shot will abandon him exactly as he had once abandoned Wheeljack himself. But Sideswipe doesn't want to believe Wheeljack and summons Hot Shot to his aid. The fire flares up fiercely, and Wheeljack himself is in danger. Megatron rescues him again, as he had done ever so long ago. Meanwhile Hot Shot hastens to the help of his trainee and appears just in time to rescue him before the factory explodes.

Thus the story has a happy end. Everybody is alive. And Sideswipe is now the enthusiastic admirer of Hot Shot (but the latter is not greatly delighted with such wild display of friendship, indeed).

Thrust offers to Megatron his "Master Plan" to get the Requiem Blaster from the Autobots. He considers it necessary to make them fight and use the Requiem Blaster against the enemy, and he means Starscream for being his patsy.

...The Autobots lie in ambush in a forest and wait for the Decepticons' assault. Suddenly they see Starscream approaching quite alone, though being armed with the Star Saber. Starscream challenges the Autobots to a battle. His audacity bewilderes them, because they know that he isn't strong enough to manage them all. At last Optimus Prime takes up his challenge. They are facing off, while Megatron watches their duel from the cover waiting his turn to engage in battle. But, much to Megatron's surprise, neither Prime nor the other Autobots employ the Requiem Blaster.

...At the A-Base, the children are watching the camera, when Sideways makes it go crazy. He informs Thrust that the three Mini-cons are all back at the Autobots' base being guarded by Smokescreen, and the ingenious tactician changes his plan instantly. According the new plan, the 'Cons warp in to the A-Base at once. As for Starscream, he has to go on with fighting the 'Bots so as not to let them suspect something wrong.

...Starscream is overpowered when Optimus Prime links up with Jetfire. He can't flee in safety because the warp gate turns out to be closed. Starscream calls for help in despair, but the Decepticons have abandoned him. They invade the A-Base to get the Blaster, while Smokescreen tries to defend it. Optimus hears him calling through the Matrix and orders his comrades to return to the Base immediately, leaving Starscream alone on the battlefield. But they arrive too late. Megatron seizes the Requiem Blaster and shoots Smokescreen before warping out. Smokescreen is fatally wounded, his body being almost melted away. All the Autobots pay the last honor to the dying hero and Rad realizes that even the Autobots feel emotional pain.

At the A-Base, Red Alert informs the rest of the team that he may be able to rebuild Smokescreen, but that there is also chance that he may die while Red Alert is working on him.

Meanwhile, Starscream, dirty, battered, bruised, and outraged finally returns to the D-Base and creams Thrust for closing the Warp-gate on him after which Megatron indifferently tells him to go clean himself up. Whilst Starscream's in the energon-bath-chamber, Demolishor shows up and demands that the Mini-cons be handed over on Megatron's orders. Starscream intimidates Demolishor and goes to Megatron personally. However, Megatron and Thrust plan to use Starscream as their personal dummy as a distraction to hopefully defeat the Autobots, but Starcream overhears their plot to rid of him. Starscream, fed up with being Megatron's punching bag, finally snaps and takes a swing at him with the Star Saber that turns the Decepticons against him. His rebellion leads him to injure most of the Decepticon soldiers and runs away, taking the Star Saber with him.

Back at the A-Base, Hot Shot and Sideswipe are training when they hear the signal of the Decepticon's presence. Hot Shot, wanting revenge for Smokescreen, decides to go out and fight the Decepticons along with Sideswipe, but much to their surprise, it is Starscream being chased by Tidal Wave. Starscream is shot down and the two Autobots decide to fight. Hot Shot takes on Tidal Wave while Sideswipe chases Starscream. Optimus and Jetfire arrive to help and the two link up into Jet Convoy, but are no match for Tidal Wave's impenetrable armor. Starscream wishes to help and tosses Optimus the Star Saber and is able to damage Tidal Wave, forcing him to retreat. Starscream surrenders to the Autobots and asks them to join them. The Autobots are skeptical, however, believing that he will betray them at a certain point, but the kids believe that they can trust Starscream, which convinces Optimus to let Starscream join the Autobots. In turn, Starscream offers his data of the D-Base so that the Autobots can invade the Decepticons and rescue the Mini-Cons.

Late that day, Hot Shot, who still doesn't trust Starscream, challenges him to a fight. The rest of the Autobots notice that both of them are missing when they are interrupted by Red Alert, who says that Smokescreen's spark was saved, but his body wasn't. Meanwhile, Hot Shot and Starscream are still fighting when another Transformer breaks up the fight. The Transformer turns out to be Smokescreen with a new body, who tells Hot Shot that he appreciates Hot Shots actions to avenge him, but that he needs to get along with Starscream to defeat the Decepticons. Now, the Autobots are back in possession of the Star Saber and now have a new team member on their side.

By himself, Demolishor grumpily cleans up the Decepticon's base after Starscream's rampage. Turning around, Demolishor is surprised to see Starscream standing right behind him, and drops some of the items, and hits his own foot. Starscream asks him if he wants some company and activates the warpgate, allowing the Autobots inside the base. Demolishor sounds the alarm.

The Autobots and Decepticons meet in Megatron's throne room. Megatron fires the Requiem Blaster at Starscream, but Smokescreen blocks the shot with the Skyboom Shield. A bright light from the impact fills the room, blinding the Autobots long enough for Megatron to retreat, leaving his troops behind to finish the battle. The Autobots and Decepticons engage in battle with each other (with Sideswipe attempting to take on Tidal Wave on his own). While Starscream is blinded by his vengeance, Laserbeak and Hot Shot are assigned to locate Perceptor. Perceptor runs away from Demolishor. When Demolishor backs Perceptor into a corner, Laserbeak flies into Demolisher's face just long enough to ruin Demolishor's aim. While the Decepticon stumbles about, Hot Shot arrives to punch Demolishor down. Perceptor runs ahead and finds himself in an encounter with Tidal Wave, and again Hot Shot comes to the Mini-Con's rescue. But because of Tidal Wave's power and size, Hot Shot has more difficulty taking the Decepticon down. Perceptor leaves and finds all his captured Mini-Con brothers, hidden in an underground facility where they're being put to work to assemble a gigantic spaceship. Perceptor says some blippy dialogue with the other Mini-Cons, when Megatron attacks. When Perceptor is grasped by the neck, the Mini-Cons begin one of their irregular chants, like the one played when the Requiem Blaster was first formed. The Minis all stop working on the space ship and surround an annoyed Megatron. When Megatron attempts to punish the insolent machines, Hot Shot attacks, covering the Mini-Con's escape. Tidal Wave arrives just in time to watch Megatron and Hot Shot race out, but Smokescreen shows up to keep Tidal Wave company.

Sideswipe and Perceptor guide all the emancipated Mini-Cons through the Decepticon's warp gate, to the Autobot base. Megatron and Hot Shot continue to battle. Megatron is about to finally deactivate the Autobot, but Starscream slices Megatron's cannon off. Against both Hot Shot and Starscream, Megatron falls. With the Mini-Cons safe, Optimus calls his forces to return to the Autobot base, but Starscream would rather stay to finish off Megatron. Starscream agrees to return with the Autobots - but is left feeling upset about it.

Starscream rages, frustrated that the Autobots do not share his priority of destroying Megatron. His Mini-Con partner Swindle and the Air Defense Team try to console him, followed by Alexis, but he is too wrapped up in his own self-doubts to listen to them.

While Megatron rages about his own recent setback, Thrust receives some news that might calm him down; Sideways claims that while Megatron's Mini-Con Requiem Blaster is limited in its power, it would be unstoppable in combination with Starscream's Star Saber and the Autobots' Skyboom Shield.

The Autobots on Earth detect a new Mini-Con signal, but as it is on Mars only Jetfire and Starscream would be capable of flying there to retrieve it. The kids are upset that they can't go, but ask Jetfire for a souvenir, like maybe a moon rock. Jetfire isn't happy to be bringing Starscream at all, but they head out, with Jetfire wielding the Skyboom and Starscream wielding the Star Saber.

Megatron, having been briefed by Thrust on the Mini-Con and on the potential of the three weapons, recognizes that the Autobots' mission to Mars is the perfect opportunity to unite the Mini-Con weapons.

On Mars, Starscream is itching for a fight with Megatron, and he seems to get his wish as an ominous shape appears in the stormy skies above. Starscream leaps to attack and is annoyed to find that it's only Tidal Wave, who demands the Star Saber and knocks Starscream to the planet's surface. Jetfire, having also noticed the Decepticon intruder as well, decides to investigate.

Starscream is wounded seriously, his plazma gun being broken off, and he has no energy enough to fly. When he pulls himself together, he finds the Air Defense Team trying to cheer him on. He drives them away, screaming that he doesn't need their pity, only to immediately lament that now even the Mini-Cons have abandoned him. He declares that one day he will surely crush Megatron. He notices that while he has been talking to himself, he has been absent-mindedly crushing a Martian rock, which he then looks at with interest. Soon, the Air Defense Team leads Comettor and Jetfire to Starscream's aid. The two bulks argue over Starscream's responsibilities, which culminates in Jetfire arresting Starscream for insubordination. Optimus agrees, and Jetfire heads home with Starscream in tow and the Mini-Con still helpless.

On the journey home, Jetfire "educates" Starscream by explaining him all the advantages of the team work. Fortuitously Starscream spots the Mini-Con they have been searching for on a nearby asteroid. Jetfire entrusts Starscream with retrieving the Mini-Con, who has been revealed as Firebot, but a new assault by Tidal Wave interrupts them. With the Autobots pinned down, Megatron and Thrust teleport to the battle. Starscream cries out for Jetfire to release his handcuffs and let him help, but Jetfire can't do so. With no other recourse, Starscream pleads with Firebot to open fire on the Decepticons. He explains that while the Autobots will protect the Mini-Con, the Decepticons will only use him as a tool for war. Firebot seems to understand, as he holds off Tidal Wave long enough for Starscream can get him to safety. Starscream and Jetfire face off against Megatron, but as they do their Mini-Con weapons emit a strange golden glow which grows to envelop all three of them. The power of the three weapons knocks Tidal Wave and Thrust away, and apparently knocks Megatron unconscious, allowing Starscream and Jetfire to escape. Back at the Autobot base, Optimus and Jetfire agree that the mysterious power the Mini-Con weapons have displayed should be kept secret. While the kids chat with Jetfire, who disappoints them when he explains he hasn't brought them a souvenir, Alexis explains to Starscream how proud she is of him for convincing Firebot to join the Autobots. She knows he cares for the Mini-Cons, and that's why she feels he belongs on the Autobot side. Starscream counters that his only mission is to destroy Megatron, and stomps off, but leaves behind the chunk of rock he had found on Mars. Alexis is very excited to see it, and calls the other kids over to look at it. Alexis notes that Starscream has shown that he truly cares, and she hopes that soon he will join the Autobots for good.

In a secret meeting, Sideways and Thrust plot how to get the Mini-Con weapons away from the Autobots. It's all very ominous.

On Earth, Starscream finds he doesn't feel very motivated to help the Autobots build their stupid spaceship. He feels it's a waste of time when they could be off killing Megatron instead of worrying about Mini-Cons. Optimus Prime explains to Hot Shot, who is exasperated with Starscream's apathy, that the Autobots should take this opportunity to try and understand what makes Autobots and Decepticons different, and learn how to work together; after all, an inability to make such a rapport is why the two factions have been fighting for so long. Starscream, meanwhile, is quite shocked to find the human kids throwing him a surprise party. It was Alexis's idea, to thank him for the Mars rock he previously gave her. The kids present him with a crudely stitched but brightly colorful chamois, which they have made for him themselves and claim is for cleaning the Star Saber. Starscream explains to them that he has never received a present before, so he doesn't know how to react. When Jetfire arrives to assign Starscream to monitor duty, Starscream figures that if he just slacks off, someone else will do it; Alexis has to explain the notion of teamwork to him. Starscream storms off after her abortive lecture, claiming that he needs some peace and quiet. As with most of what Starscream says and does, this is total bluster, and he does in fact end up doing his monitor duty as assigned. When a bizarre signal appears on the screens, he goes out to investigate its source. He finds Thrust, who tries to talk Starscream into rejoining the Decepticons so that the two of them can work against Megatron from within. Fred and Billy happen by just in time to hear Thrust mention that if Starscream were to bring the Skyboom Shield to Megatron, he might be welcomed back.

Back at the Autobot base, Starscream watches the Race Team—the Mini-Cons who combine to form the Skyboom - and broods. Fred and Billy tell the Autobots about Thrust's appearance and how Starscream chased him away. Jetfire makes a crack about how Fred shouldn't consider Starscream a hero, which is, of course, the moment when Starscream walks in on the conversation. An awkward moment is shared by all before the Decepticon-turned-Autobot turns and exits. Smokescreen arrives shortly thereafter, reporting that the Race Team have disappeared. Billy and Fred remember that Thrust wanted them, which leads the Autobots - especially Hot Shot - to accuse Starscream of stealing them. Starscream doesn't bother to defend himself; he decides that trying to get along with the Autobots is a failed experiment.

The tense situation is interrupted by a Decepticon attack, which draws the Autobots out to fight. Starscream charges out with his erstwhile comrades, eager to face Thrust, drawing the Star Saber and his chamois. Thrust is still bent on convincing Starscream to work with him against Megatron.

Hot Shot, who had been chased into a forest by Tidal Wave, runs into Alexis, Carlos, Rad, and the Mini-Con Race Team. He learns that the kids had simply taken the Mini-Cons for a walk, conveniently without notifying anyone. Hot Shot realizes he was wrong to accuse Starscream, and asks the Mini-Cons to help him.

Meanwhile, Starscream is at a loss to explain to himself why he won't just kill Thrust and be done with the whole sorry affair. Thrust opines that working alongside the Autobots has caused him to go soft and forget his heritage. On the ground, Smokescreen tosses the Skyboom Shield to Optimus, but Starscream intercepts it. Wielding both it and the Star Saber, Starscream rushes to meet with Thrust, letting the chamois fall back to Earth behind him. He wonders momentarily if he's doing the right thing, but he knows that he must go to any length to bring Megatron down. He knows that he will never forget the human kids, and in his spark he thanks them.

After experimenting with their new Hydra cannon on a comet, Megatron tells Starscream to target Earth! Can the confused Transformer carry his order out?

In this episode, Megatron forms the Hydra Cannon, made up of the Star Saber, Skyboom Shield and the Requiem Blaster. He plans to use it to destroy the Autobot HQ on Earth. Instead, it was used to nearly destroy the Earth's orbit! Optimus Prime and Jetfire both set out to disengage the Hydra Cannon and free the Mini-Cons. Megatron wasn't about to let Optimus and Jetfire destroy his cannon, therefore he sent Demolisher, Cyclonus, Wheeljack, and Tidalwave to destroy them, and to test his loyalty, sent Starscream. Thrust stayed behind to charge up the Hydra Cannon. Optimus appeared to be winning, so, Megatron took him on, while Jetfire was pinned down by demolisher, Wheeljack and Cyclonus. Megatron pushed Optimus' face towards Earth to watch it be destroyed, but Optimus zapped him with the Leaders Matrix. Thrust fired the Hydra cannon, but somehow, Optimus manages to escape and jump in front of the cannon. Optimus uses his Matrix to absorb the blast, but sacrifices himself in the process. All that is left is Optimus' matrix! Jetfire went to look for the remains of his fallen leader, but all that was found was some space dust! Even though he had finally defeated his enemy, Megatron cried. Jetfire swore he would never forget his leader.

Hot Shot gets a little put out as he looks at the situation facing them and takes off. The others and the kids devise a plan that makes him see there is hope and they have to keep fighting. Hot Shot becomes leader of the Autobots.

The Autobots are ready to head home and leave the kids behind. Rad has a nightmare in which the Autobot ship is shot down and Highwire collapses on the floor saying "You must help us, Rad." In the end Perceptor and the other Mini-Cons surround the spaceship and make the Autobots bring the children with them.

As the Decepticons attack the Autobots' ship, the Mini-Cons bring Optimus Prime back to life.

Optimus Prime is revived by the Mini-cons but the reunion is short as Red alert and Hotshot are pulled into a portal. A portal also pulls in Megatron on his ship as well as Starscream, Tidal wave and Demolisher. The ones pulled through a portal end up on a strange planet where they find Nemesis Prime. Megatron, Demolisher, Tidal wave, Starscream, Hotshot and Red Alert team up to defeat Nemesis Prime but fail. The Mini-cons revive the fallen soldiers into new colored armor. Megatron becomes Galvatron and kills Nemesis with the help of Optimus Prime. The rest of both sides arrive and depart the planet.

The Decepticons are back on Cybertron with the Autobots hot on their heels, until the Mini-Cons are concerned about a black hole called Unicron. Meanwhile at the Decepticon base, we see to whom Thrust is truly loyal.

Hot Shot makes a daring raid upon the Decepticons' base to try to convince Galvatron that the two sides should combine to face Unicron. The conversation is cut short when Thrust's treachery is revealed.

The kids discover the shocking truth about the Mini-Cons and learn the pivotal role they played in how the Mini-Cons came to Earth.

The kids, Hot Shot, Wheeljack and Starscream chase Thrust into the bowels of Unicron but they failed to stop Thrust from delivering the 2 of 3 weapons to the heart. Acid vines and even parasites forced them to retreat.

Optimus Prime decides to talk to Galvatron, hoping that the Autobots and Decepticons can join forces to defeat Unicron, but Galvatron suspects that it's all a trap. While the two leaders are fighting, Starscream appears and attacks Galvatron, in a surprisingly heroic moment, he sacrifices himself to show both sides what the important thing is: defeating Unicron, and in a desperate attempt, tries to attack Unicron. He unfortunately fails and is killed by Unicron.

As Unicron fires a wave at Cybertron, the Decepticons debate Galvatron's decision to join forces with the Autobots. Meanwhile, deep inside Unicron, Thrust plants the Star Saber near the planet-eater's spark, which is wrapped in organics. Unicron attacks Cybertron, forcing the Autobots and Decepticons to flee to their ships. Though some are destroyed (mainly Decepticons), the Mini-cons provide shielding. Once in safe orbit, Optimus and Galvatron shook hands, declaring that both Autobots and Decepticons fight together for peace and harmony to defeat Unicron. The transformers armada fires at Unicron it has no effect. Two cruisers tried to get closer but were shot. Optimus sends Hot Shot, Demolisher, Cyclonus, Sideswipe and a team of Decepticons in pods to check for Unicron's weak spot. Cyclonus and the team go off, shooting everything in sight; Demolisher and Blackout go solo; and Hot Shot and Sideswipe go do their jobs. Just then, Unicron starts to transform while laser pods start attacking the away team. The armada starts firing away while the team had difficulty getting off. Jet Optimus go to rescue them and gets saved by Galvatron. As they get away, Unicron's transformation into robot mode is complete.

As Autobot and Decepticon ships fled Unicron, Thrust gleams at victory. The scene flashes back to Sideways planting the Star Saber near Unicron's spark. Meanwhile, Optimus and Galvatron plans an infiltration to enter Unicron. Just then, Unicron heads for Cybertron. Hot Shot and Wheeljack head out in fighters but do little damage. Thrust gloats and demands Unicron attack but is instead ambushed by the transformers fighters.

Hoist finds a weak point on Unicron's neck and so an attack is made. Unicron opens his chest and fires his cannon, destroying a portion of Cybertron. Using the Decepticon flagship, they held back the attack. Powerlinx Galvatron and Optimus head towards Unicron and confront Thrust. Thrust tried to verbally defend himself but fell in Unicron's shoulder joint. He pleaded for help and Galvatron gives him two choices: Thrust would be blasted and killed then, or he would get out himself, and if he did, there would be no place to hide. The disobedient Decepticon is then crushed as Galvatron walks away. Meanwhile, the Mini-cons joined together and fought back against their creator while Galvatron and Optimus enter the behemoth. The Street Action team proposes to go inside Unicron, which is also accessible through the underground warpgate. The Mini-Cons and the kids went through before the tunnel collapses on Red Alert.

Red Alert survives the cave-in he was trapped in while he was dropping off the kids at the underground portal to Unicron. Above the ruined landscape, he can see Unicron battle against the combined forces of Autobots and Decepticons, and the giant Mini-Con duplicate of Unicron.

Inside of Unicron, the kids explore, searching for Optimus and Galvatron. The two leaders stand in the same chamber of Unicron's core, where the three Mini-Con weapons are plugged into the behemoth. From the core of the monstrosity, Sideways emerges to kill the two. Through Sideways explains how Unicron increased his power by leaching energy from the war between the Autobots and Decepticons that had lasted for so long.

When Galvatron complains that Unicron has become long-winded, Unicron suspends the two leaders in black tentacles, absorbing Optimus's very essence. Unicron continues to question Optimus's own motives, suspecting that Optimus loves the smell of battle.

Outside, Side Swipe blasts open a hole in Unicron's throat, letting a team of fliers inside. The small group of jets fly through the tunnels of Unicron's interior, trying to avoid being destroyed by the shifting terrain. But their efforts to combat Unicron actually feed their enemy the kind of energy that powers him. As soon as his attackers escape out his mouth, he astonishes them by healing all the damage they have inflicted against him. In Unicron's core, High Wire objects to Unicron's deconstruction of Optimus. A group of Mini-Cons approach the Sideways figure, while outside, the glowing "Mini-Con" leaks its component Mini-Cons into Unicron. Unicron laughs and reboots the personalities of the Mini-Cons, returning them to their loyal drone-like state. With the Mini-Cons out of the way, Unicron captures the kids and continues trying to convince Optimus to willingly merge his essence into Unicron. Rad awakens in his bed, apparently on Earth. After a second, the location blurs into the desert where the Autobots and the Decepticons first battled, where he meets up with Alexis and the other kids. The background shifts again to the part of Unicron that is Galvatron's fantasy of dominance. Alexis uses her own mind to move the kids to a more pleasant delusion - but the kids are still aware of Unicron's devouring of Cybertron. Rad sets out to locate High Wire, but Unicron takes control of the mindscape. Rad's cries for help reawaken High Wire's true, friendly personality. All the Mini-Cons move against their evil creator, freeing the three Mini-Con weapons. With Unicron disabled, Sideways tries to lash out at High-Wire, but Optimus executes Sideways easily with the Requiem Blaster. With Unicron no longer a threat, Galvatron challenges Optimus.

The alliance between the Transformers leaders ends. Hotshot and the other Transformers attack Unicron once more. Optimus Prime and Galvatron fight to the death. It ended only after Galvatron makes a heroic sacrifice to destroy Unicron. After the battle Rad, Carlos, Alexis, Billy and Fred are returned to earth. A charred Optimus Prime is seen floating through space. At the very end the remains of Unicron drift through space, showing the war is not over.

Twenty years have passed since the Armada battles. The Autobots and Decepticons work side by side with humans to harvest Energon. But trouble is brewing with recent attacks by a group of transformers known as Terrorcons. Can the Autobots meet the threat?

After analyzing the Terrorcon threat, the Autobots decide to send away all the civilians living in the energon mining bases. Ironhide is given the job ofbabysittingKicker, neither one is happy about it. The alarm goes off for an attack on Lunar City, Kicker and Jetfire go ahead and the others soon follow after being given energon stars by the Omnicons. When they get there, Ironhide heads off to check the mine and touches some energon by mistake which knocks him out. The others rescue him and they head back to Ocean City. The episode ends with Alpha-Q saying Optimus Prime will meet his match when Scorponok awakens.

Scorponok captures Tidal Wave and made him to follow his orders so that they can revive Megatron with energon. While Kicker and Ironhide stay behind (supposelly) while the rest of the team help Desert City...

Tidal Wave sees Megatron's Sword.

Kicker has a dream of Energon being spotted in the mountains and wakes up the next morning. He finds the exact match of the mountains on-line. On Cybertron, Dr. Jones and Rad send the parts of Super Optimus to Optimus Prime after they were repaired. Inferno tells Optimus Prime that an Energon reconnaissance team is in the mountains Minutes later, while Kicker and Grindor are out searching, Hot Shot, Ironhide, and Demolisher help Strongarm with the equipment to help them find the Energon. Ironhide goes into a fight with Demolisher about if Demolisher switched sides. The Terrorcons deposit their latest Energon onto the wrecked Unicron. Tidal Wave and Cyclonus see Megatron deactivated on the wall. Alpha Q gives orders to Scorponok, Cyclonus, and Tidal Wave to gather more Energon to revive Megatron and restore Unicron. Back at Ocean City, Optimus Prime tells Jetfire not to bring up why they sent Demolisher with Hot Shot, Ironhide, and Strongarm. Back at the mountain, Kicker notices the fog coming in and Hot Shot contacts Kicker to return to camp right before Kicker and Grindor fall into a ravine. Hot Shot notices that Kicker hasn't return and sends Demolisher with Ironhide to find him while Strongarm watches over the camp. In the ravine, Kicker has a dream about his past when he and his family had to stop on a planet to find Energon before returning to Earth. When in their excavating machine, Kicker senses the Energon and they dig for the Energon with the help of the Omnicons. When a sandstorm hit, he stood near his father. Kicker wakes up and finds out he's trapped. He and Grindor try many escapes from the ravine until Hot Shot contacts him and Kicker tells Hot Shot where he is. Hot Shot tells Strongarm to help Kicker. Kicker senses Energon in the ravine. Cyclonus and Tidal Wave arrive with the Terrorcons and they start attacking. Cyclonus' shot causes an avalanche burying Hot Shot and sending some snow into the ravine. Strongarm finds the ravine and uses a machine with attachable poles on them. Kicker uses the snow to escape right after Cyclonus and Tidal Wave noticed Strongarm. In the nick of time, Optimus Prime arrives with Inferno and tells everyone to fall back. The Battle Ravages start digging for the Energon. Dr. Jones and Rad send a new Cybertron development to the location with the help of Jetfire. The arrival of the development crushes some of the Divebombs and Battle Ravages. The Autobots, Strongarm, Demolisher, and Kicker see the new Cybertron City called Blizzard City.

Just then, Scorponok arrives with reinforcements and tells Cyclonus and Tidal Wave to get the Energon. The city's cannons attack the Divebombs and we see Skyblast and Signal Flare on the base. This attack caused the Decepticons and surviving Terrorcons to retreat. Demolisher wonders that if Megatron is alive, why hasn't he come for him. Kicker is glad that his father is helping out, even though he's not with them.

Megatron is back alive again. Megatron forces Scorponok to serve him, but Scorponok is loyal to only one master Alpha Q.

Megatron launches his first Energon raid since his resurrection. Demolishor, who has recently had doubts about working with the Autobots, is faced with a choice when Megatron confronts him. Ultimately Demolishor betrays the Autobots and rejoins the Decepticon cause. Meanwhile Alpha Q has revived Starscream, who has no memory of who he previously was. Starscream is revealed to have the ability to turn invisible when he battles Optimus Prime in combat.

Alpha Q has revived Starscream, who's mission is to destroy Optimus Prime, so as to regain a new body. He has the power to make himself invisible.

The Autobots go into the asteroid belt to see what is going on after seeing something on radar, and find parts of Unicron. The Decepticons attack Lunar city. Kicker is troubled with old fears of being alone in space. The idea of Energon towers is proposed by Kicker's father.

Megatron gets a better sword that does much more damage than the one the Autobots have. The remains of Unicron are finally shown and then the Decepticons attack Ocean City only to discover that the Autobots have an energon tower which activates during the battle. The energon tower destroys all the Terrorcons and causes pain for the Decepticons. Megatron pulls out.

Alpha Q prepares to bring Unicron to life, while yet another Energon Tower is secured into place. Below the city, Kicker searches for more energon with Ironhide, but has trouble because of a similar experience during his childhood which was caused on an energon expedition with his father. Kicker felt his father was more concerned with finding energon than his safety, and he'll never forgive him for it. Ironhide tells Kicker that he should respect his father and to punctuate his point, he tells Kicker about a legendary transformer named Rodimus, who was an inspirational leader that rallied a group of Autobots to escape the war and create a new world. He then leaves Kicker to fend for himself and confront his fears. While making his way through the dark, Kicker finds the energon, and shortly afterward Ironhide returns, saying it was merely through luck.

Meanwhile at Megatron's base, Megatron prepares to recharge and attack Earth, while Scorponok abandons his leader and seeks energon on Mars which is unprotected by an energon grid, but finds himself unaware that Rodimus and his team is watching him. Megatron is attacked by Starscream, but adequately defends himself by imprisoning him in a black pit. He then breaks Starscream into a loyal Decepticon, while on Mars, Rodimus prepares to make his move.

Kicker and Misha arrive in Jungle City, where helicopters come to complete the energon tower. But Alpha Q is not ready to let Earth go without a fight, and sends a group of stealth Terrorcons, named Command Ravage and Blackout. Unfortunately for him, both Kicker and Tidal Wave notice the Terrorcons, who are tunneling to avoid the base's defenses. In response, the Decepticons arrive via space bridge, and the energon mine and human allies are evacuated, but not before Misha requests that the pyramids near the city be protected.

A battle royale ensues between the Terrorcons, the Decepticons, and the Autobots. Between both evil factions, the Autobots are overwhelmed, and the Energon Tower and base is overrun and destroyed. The Autobots escape, but overflow the Energon Tower and blast it, which explodes and decimates the base and the pyramids, and kills the Terrorcons. The Decepticons retreat, and Kicker and Misha mourn for Jungle City, but Kicker senses the next location for an energon tower: Lunar City!

Megatron forces Demolishor to divulge the Autobots' secret of finding energon: Kicker. Scorponok interrupts with news that a Battle Ravage drone was captured by the Autobots and transferred to Lunar City, and no doubt are searching for energon. Alpha Q manifests a fourth personality which takes charge and orders Scorponk to capture Kicker. On the Moon, Kicker pretends to search for energon, but really knows there is none, but there is something alive on the barren world. On their journey, Kicker runs into Demolishor, under orders to kidnap Kicker with a group of Terrorcons. Optimus attempts a rescue, but is ambushed by the other Decepticons, while Rodimus and his team debate over interfering. Kicker refuses help from Ironhide and decides to go under capture, hoping to spy and find information on Alpha Q, who does contact him through a Terrorcon while simultaneously using Scorponok to destroy both factions, although Scorponok's attempts are unsuccessful. However, the tide soon changes as Lunar City, along with a large group of Omnicons, is revealed to be intact, enabling an energon grid which defeats the Decepticons and Terrorcons.

In the retreat, Demolishor attempts a last-ditch effort to kidnap Kicker, but a mysterious shot forces him to escape. Cyclonus is injured, and is repaired into Snow Cat, a more agile transformer with a polar vehicle alternate mode.

Megatron has taken yet another plan, to create three meteors from Unicron and propel them at Earth before the energon grid has been completed, which he feels willstrike fear in Optimus Prime. On Mars City, Carlos notifies Optimus, but Dr. Jones notices Desert City's Energon tower has a fault, rendering the Energon Grid useless. Kicker and the Autobots attempt to find the fault, which is a group of Blackout drones. Meanwhile, the comets enter Earth's atmosphere, but one is destroyed by Rodimus, aided by more mysterious Blackout drones.

Kicker solves the problem, and allows the towers to engage the Energon Grid, which destroys the other two comets. After a scene offireworkscreated by the comets, the Blackout drones Kicker found are rescued by a strange ship, from Cybertron. Ironhide and Kicker argue over going after the ship, but Ironhide ends the argument after revealing he put a tracking device on one of the Terrorcons. Meanwhile, Alpha Q questions his actions of saving Earth.

While Snow Cat tests his power against the Energon Grid by sending frozen asteroids, Megatron decides to go after Alpha Q instead of Earth after finding a Terrorcon spy. On Earth, the Autobots celebrate the Energon Grid, but Optimus calls a conference, telling him the Autobots will have to move their battle into space to defeat Unicron and the Decepticons. Outside, Hot Shot races out on a space bridge after receiving a secret message from Rodimus. He arrives on Mars, but runs into Scorponok and his Terrorcons attempting to collect Energon. Rodimus appears, and tells Hot Shot to not fire on the Alpha Q-allied bot, who escapes. Hot Shot questions Rodimus's actions, and is shocked that Rodimus says Unicron must be revived. During their discussion, Ironhide, Kicker, and Skyblast arrive to back up Hot Shot, who refuses to revive Unicron or assist Rodimus. Rodimus decides to open fire, then escapes. Ironhide follows him, but Rodimus leads him into a trap, powerlinking with Prowl and defeating him, while trying to alliance with Kicker. Ironhide is rescued by Hot Shot, but doubts his actions at opening fire at his superior. Hot Shot says even Optimus would probably open fire in his situation, and thanks him.

Meanwhile, Megatron uses Scorponok as bait to bring out Alpha Q......

Carlos reports the locators on the two Terrorcons have concluded that the enemy has two bases (Megatron and Alpha Q), while Megatron's plan doesn't succeed as Team Rodimus comes to rescue Scorponok, making quick work of the Decepticons.

After the report, Dr. Jones is unveiling a new starship to increase energon production, named the Miranda II. Optimus reveals their mission is twofold; they are also going to destroy Unicron, and they prepare to set up a space bridge. Unfortunately, the Decepticons attack, and part of the space bridge is damaged. Skyblast attempts to repair the damage, but is hit. Kicker volunteers to help, and after getting used to zero-gravity, repairs the space bridge. To end the Decepticon attack, the Autobots deploy an energon shield around the ship and escape back into the ship, but Demolisher is destroyed. The Miranda II flies off into uncharted regions of space, while Ironhide is shocked by Demolisher's demise. However, his spark remains, and Megatron decides to use it.

The Autobots dock their ship near a mysterious blizzard planet, which Kicker senses Energon on. But the Autobots face a new threat; for Demolisher is revived in a new Power, who is tougher than ever However, Tidal Wave interrupts, with Elliot Moose reporting the Autobots' location. On the blizzard planet, the Miranda II is stuck between glaciers, unable to escape, so two groups are deployed; one to get the energon, the other to free the ship.

Unfortunately, Megatron is in pursuit, assisted by the upgraded Demolisher. along with Kicker escape, and even though they couldn't collect the energon, Optimus tells Kicker his teammates are more important than energon and the blizzard planet is destroy by the decepticons.

The Autobots continue on their journey and intercept a Decepticon warp signal which turns out to be Rodimus's ship. Rodimus asks permission to aboard and Optimus obliges, Rodimus explains to Optimus his theory of letting Unicron be resurrected, but Optimus doesn't agree so Rodimus leaves the ship so both teams can get back to their missions. Kicker finds Ironhide out of the ship and asks him what's up, Ironhide tells him that he wants to see what he is truly capable of doing and that he is tired of being bossed around, Kicker agrees and lets Ironhide board Rodimus's ship who by the way knows Ironhide is aboard but rather encourages Ironhide to be adventurous and tells his team to calm it down while Rodimus's ship goes into Unicron to talk to Alpha Q......

The Autobots continue their planning on taking out Unicron. They try to go into Unicron and blow him up internally but don't succeed because Unicron is coming back to life so his defenses are back too. The Autobot ship barely makes it out of their tight situation with a few damages to the ship. Optimus plans to lure Unicron through a returning space bridge but Tidal wave, Snow cat, the new Demolisher, and Star scream are hot on their heels, all the decepticons (including Unicron) and autobots make it through the space bridge and the camera shifts to Alpha Q, and Rodimus and his team in Unicron's separated head. Ironhide mentally calls Kicker and Kicker orders Strongarm to drop him off to help Ironhide. Misha fallows Kicker, along with Grindor and the Autobots find a way with Rad's help to do some good damage on Unicron who with Megatron and the other cons manages to get away with a warp field. Kicker, Grindor, and Misha board Rodimus's ship after Rodimus tells the kids and Minicon that Ironhide told him to pick them up.

Unicron's arrival causes the Decepticons on Cybertron to rebel, while Kicker learns the truth about Alpha Q.

Shockblast disables Cybertron's energon grid, while Kicker tries to convince the Autobots to listen to Alpha Q.

Starved for energon, both Unicron's head and body begin lashing out at their respective captors.

Megatron plans to feed planet Cybertron to Unicron to sate his energon appetite. Optimus and his team work to stop him.

A newly reformatted Tidal Wave leads the Decepticon charge through the damaged energon grid. Alpha Q takes an interest in Kicker's father.

The Autobots charge into Unicron's body to stop Megatron. Shockblast reveals his true intentions.

Unicron's body is finally reunited, and the forces of Megatron, Alpha Q, and Optimus battle for control of Unicron.

Megatron escapes into a black hole and Optimus Prime decides to give chase, even though he doesn’t know what he will find on the other side. Kicker joins his Autobot friends on their mission and pilots the Miranda II into the black hole. Meanwhile back on earth, Dr. Jones monitors the situation and ignores the government agents who want to speak with him about his involvement with earth’s energon reserves.

On the other side of the rip, the Autobots must now defend a whole new set of planets, and Wing Saber finally gets the chance to re-capture his prisoner Shockblast.

Shockblast has been captured and temporarily imprisoned on Iron Planet. Inferno is left to stand guard over Shockblast while the other Autobots are on Jungle Planet. Shockblast attempts to goad Inferno into a verbal fight, but Inferno does not rise to any bait. Shockblast is then contacted by Megatron, who taunts him for his betrayal. Shockblast begs for rescue and Megatron consents. Inferno is left alone to defend himself and guard the prisoner. Inferno eventually retreats to a crevasse, defending himself from inside. Shockblast is freed - much to Tidal Wave's dismay - and they pursue Inferno. Megatron attempts to reprogram Inferno, but the Autobot fights it. Hot Shot and Rodimus soon come to Inferno's aid and Megatron retreats. At the end of the episode, Inferno's Autobot insignia switches to a Decepticon one.

Meanwhile, on Jungle Planet, Kicker, Ironhide and Misha explore the lush planet that's so much like Earth. Three mysterious Autobots by the names of Cliffjumper, Downshift and Bulkhead are introduced.

Team Bulkhead searches for the Autobots, while Kicker and Ironhide search for Inferno on the Jungle Planet. Inferno, who was previously affected by the Decepticons into embracing the dark side, is saved by Kicker after learning of a Decepticon attack, whom tracked Inferno's decepticon mark right to the planet. A battle breaks out, and the Autobots are supported by the trio- Bulkhead, Downshift, and Cliffjumper- aka Team Bulkhead. Meanwhile, Scorponok tries to break Inferno, but the strength of being an Autobot defeats Scorponok's deceit, and the Autobots force the Decepticons to retreat. Then, Bulkhead and his team is officially introduced to the rest of the Autobot force, and with Signal Flare's new ability to collect energon from the sun, Alpha Q knows they can depend on the Autobots...just a little.

The Autobots go to put up an Energon tower on Jungle planet but Megatron isn't going to let that happen without a fight.

Inferno uses his decepticonhalfto bait Megatron.

In the end, Inferno sacrifices himself in the sun to defeat the Decepticons.

The Autobots have spare time so Rodimus authorizes a race for the Autobots.

Omega Supreme first appearance. Autobots finally find Unicron. Inferno is repaired into Roadblock.

Unicron gets his head back. Alpha Q dies in the process.

The Autobots find a weak spot in Unicron's armor. Meanwhile, some very interesting transformations are taking place on the Decepticon team...

The Ice planet was destroyed by Unicron. All autobots can't save it and almost all of them got wounded from Unicron's attack.

Unicron dies but Megatron survives with Unicron's mind living inside him.

The Decepticons, Megatron, Starscream, and Scorponok attack Cybertron. Optimus Prime and the other Autobots, aboard the Miranda II, travelled to Cybertron to save the planet.

Using Unicron, Megatron has discovered a powerful source of energy; Super Energon. By immersing himself in the liquid, he is transformed into Galvatron, with a new purple armor which makes him impervious to all forms of firepower. However, he awakens the guardians of the energon, who chose to join him- Constructicon and Bruticus Maximus. However, the third guardian- Superion Maximus, escapes, so he sends his new minions after him. Meanwhile, on the planet surface, the Decepticons, who previously broke free of jail and discovered Megatron's (they aren't aware of Megatron's transformation) survival, attack and overrun the main Autobot base, taking control of Cybertron in the process. However, Starscream is contacted and told to report to his leader. He goes down to the temple of Super Energon, and Galvatron tells him to prove his loyalty; he must immerse himself in the legendary energy, whether he can survive it or not. He does, and he is also transformed, restoring his physical form and giving him Galvatron's powers as well. Above the planet, Optimus prepares to land, unaware of the Decepticons' presence, who search for the plans for the grid, while Dr. Jones and his family hide in a nearby tunnel. They watch as the Decepticons take over, and find that the Autobots have landed, on route to the now-Decepticon base. The Autobots find trouble, however, running into the two Decepticon combiners, backed up by Galvatron and Starscream. Unfortunately, Energon Gas is released, controlled by Six Shot, repelling the Autobots. Kicker tries to find his family in the mess, and Optimus follows, fortunately both are saved by Superion Maximus, requesting to join the Autobots.

Galvatron has Sixshot start moving Cybertron towards the planet where Alpha Q'ssoulis. The Miranda II gets hit and crashes into Cybertron.

Optimus Prime and the other Autobots try to break through the energon grid and then later have to go under ground

The Autobots battle, but this time in cyberspace, a virtual training program. While Alpha Q watches from the sidelines, Six Shot hacks into the program and enables the Decepticons to play in the game. The first round begins with Mirage and Tidal Wave versus Hot Shot and Rodimus, Optimus and Wing Saber versus Cliffjumper and Landmine, Ironhide and Jetfire versus Scorponok and Alpha Q, though Alpha Q isn't programmed to fight, and Sixshot and Shockblast against Roadblock and Inferno. However, the comedy relief duo- Snow Cat and Demolishor- have entered the competition, and fight against Prowl and Downshift. The Autobot group loses against the two comedic Decepticons after a failed powerlink, while Bruticus and Constructicon Maximus take down their fellow combiner, Superion Maximus. After the second round, the third round begins with the victors from the first round, Hot Shot and Rodimus defeat Optimus and Wing Saber, while Six Shot uses his hacking skills to cheat and win the battle against Jetfire and Ironhide. Meanwhile, Galvatron and Starscream enter the game looking for their minions, and make quick work of Snow Cat and Demolishor, then leave. But two other Decepticons, Bruticus and Constructicon Maximus, are also defeated by Optimus and Omega Supreme, who later take on Hot Shot and Rodimus, who just defeated Six Shot and Shockblast. Optimus and Omega Supreme lose for stepping out of the ring. Rodimus and Hot Shot win, and the victors finally win the game, but have to defeat thespecial guest warrior, none other than Unicron, albeit a verypunyone. Outside of the virtual game, Kicker thinks the Autobots aren't really all that different from himself, while Alpha Q persists,Why can't we all just get along?

The Autobots split up and with the help of other autobot rebels they attempt to find and free Kickers family and Cybertron. Galvatron gets Cybertron through the space bridge. Alpha Q seems to think that Galvatron haslost his marblesand Ironhide has aninflated ego.

Kicker searches for his family below Cybertron, while Galvatron and a damaged Optimus square off on the planet's surface. Kicker is reunite with his mother and sister. Demolishor and Snowcat tried to jump into the Super Energon pool, but something came out of it...

Kicker's dad sabotages the energon gas grid from within enabling Optimus to get into the Command Center and Rodimus and Prowl waiting around Cybertron to get to the planet. The terrorcons got into the super energon and grow in size. Ironhide's team takes a beating by Scorponok and Ironhide's three rhyming buddies are taken out. Ironhide gets the energon to Primus, who wakes up and energizes Optimus so he can merge with Omega Supreme, becoming Optimus Supreme and defeating Galvatron and the Decepticons.

Primus is still snoozing, Sixshot overloads the grid and causes a huge explosion that takes down most of the autobots, Cybertron heads for Plains planet and destroys all the planets in its path, Optimus sees/feels Unicron and goes to Cyberton to fight (into the gas). Primus saves Optimus by absorbing the gas and super sizing Optimus Supreme (again) with it.

Sixshot convinces Mirage, Snow Cat, and Demolisher that Starscream will stay Galvatron's favorite if they do not do something about it, but when they head out Sixshot traps them and heads for the Superenergon. Sally goes into the control room after Sixshot leaves and starts helping the Autobots. Sixshot attacks Galvatron but Scorponok saves him. Galvatron gets to the superenergon and gets to be really big, guess he was jealous. He squashes Sixshot like a bug under his foot.

Galvatron is growing and tethered to Cybertron by strands of Superenergon. Kicker and some of the Omnicons cut the strands. Ironhide and Scorponok battle, and Galvatron heads into space, but not towards Alpha Q's planet.

Big Galvatron vs Big Optimus Prime. Lots of little battles with all the others too. Kicker gets sappy with Misha before going to destroy Unicron's punyremains, but something's not quite right...

Final Energon Episode. Unicron is the force that drives the universeand Primus uses the super energon, the autobots band together and give their combination sparks to Optimus, Galvatron wakes/becomes Unicron again. Optimus Prime becomesUltimate Optimus Supremeso we have another Big Galvatron/Unicron vs Big Optimus Prime battle. Galvatron sacrifices himself by becoming one with the super energon and turns into the sun for Alpha Q's planets. Optimus said to Rodimus,We're looking at a brand new universe, Rodimus. This is just the beginning. It's just the beginning.

Galvatron dies along with Starscream and Mirage.

The episode begins with the Autobots evacuating Cybertron due to the black hole threatening their planet. The Autobots are transporting a few last minute supplies when Starscream shows up. Starscream attacks the Autobots, but Optimus Prime drives out to the rescue. He quickly transforms and attacks, but then he realizes Starscream is a decoy and rolls for the base. Starscream targets Optimus, but Landmine jumps in the way. He is damaged and begins to float away, so to save him from his demise, Vector Prime comes out and opens a space bridge to Earth that Landmine drifts through. On Earth, Coby and his younger brother Bud are racing dirt bikes with their dad. Lori comes out and begins to complain, so they invite her to join the festivities. The three kids begin hiking in the mountains when they see the space bridge open. They go to investigate the crash and discover Landmine. Coby repairs Landmine, so Landmine begins to tell them the tale of the Transformers. He reveals that the black hole was created by the destruction of Unicron. The black hole was now consuming many planets, and Cybertron was next so Optimus had sent Jetfire to Earth to scan some vehicles. Jetfire brought back vehicle designs for all the Transformers, so they scanned them and began transporting to Earth when a space bridge opens up. Out comes Vector Prime, who calls himself the Keeper of Space and Time. Vector Prime says the only way to save Cybertron and the universe was to decipher his map and find the Cyber Planet Keys. Optimus quickly agrees. Back on Earth, Thundercracker scans a jet and locates Landmine. He decides to attack Landmine from behind. Landmine protects the kids, and then Optimus arrives in his flying fire truck mode. Optimus quickly disposes of Thundercracker and informs the other Autobots that he has located Landmine. The Autobots drive over and introduce themselves to the kids, and then Optimus decides to tell them the rest of the story. After saving Landmine, Vector Prime was able to finish synchronizing the map. Just then Megatron transported in and disposed of Scattershot. He tried to convince Vector Prime that the Autobots were evil, but Vector Prime wasn't fooled so Megatron stole the planet map instead. Optimus came in and went into Super Mode. He went head to head with Megatron, but Megatron was able to transport out after stealing the map, so the Decepticons have the map and the Autobots are on Earth. Vector prime then summons the Minicons. The Minicons scan vehicles and begin to do their daily tasks when Vector Prime notices Lori's shirt. Lori's shirt contains a symbol that is the Seal of Atlantis. Vector Prime realizes that the Omega Lock is on Earth, and he informs the Autobots that if they find the Omega Lock, they can also find another map, so the mission begins.

New information is revealed about Landmine's arrival on Earth, as well as Scattershot's pre-CDT scan.

The episode begins with Coby, Lori, and Bud having chosen a mountainside for the Autobots' base. Lori reveals that her dad owns the land and was going to use it for house construction, but the market went soft, so the Autobots build their base there. Bud is amazed that the secret base is a secret, but he suggests they build a takeoff tower for Jetfire and Vector Prime. Meanwhile Coby helps build the main computer system, and Lori customizes the base with items for the kids. Out in space, Megatron decides he wants to return to Earth and find out what the Autobots are doing. Starscream says it's a waste of time, but Megatron insists Starscream join him. Back on Earth the Autobots activate their system just in time to detect Megatron and Starscream approaching the earth. Optimus, Hotshot, Vector Prime, and Jetfire head out to intercept the two Decepticons while Overhaul, Landmine, and the kids apply stealth coating to conceal the base. As the Autobots engage the Decepticons in battle, Starscream hits Jetfire, so Vector Prime decides to take on Megatron one on one. He fights him hoping to recover the map, but Megatron refuses. Hotshot transforms and shoots up at Starscream, but Starscream realizes they are being misled, informs Megatron, and the two Decepticons fly past. At the base, Scattershot checks the stealth coating progress and informs everyone that the Decepticons have broken through. Sector D is the only sector left uncoated, so Overhaul rushes over to finish it, but Scattershot fears it'll be too late. Outside Megatron is approaching the base when Vector Prime transports in front of him, cutting him off. Megatron transforms and begins to fight, so Vector Prime activates his Cyber Key and uses his tachyon shield. Vector Prime pushes Megatron back, and while Starscream is distracted, Hot Shot transforms and shoots him down. Seeing Megatron stunned, Optimus transforms and goes into Super Mode. He shoots Megatron, damaging the Decepticon leader, so Megatron calls for a swift retreat. At the base, Overhaul finishes the stealth coating just as the Decepticons retreat and everyone celebrates. Outside, Optimus, Hot Shot, and Jetfire ask Vector Prime what the light was that he used during the fight. Vector Prime informs them that Cyber Keys are a little power from Primus that they can activate, and then he activates their Cyber Key locks so they can access Cyber Key power in the future.

Bud, Lori, and Coby attempt to teach some Autobots how to live on Earth, but their imaginations go wild and they make several mistakes. Bud and two Autobot submarines are spotted by the Navy, Coby draws the attention of a police officer, Lori puts a traffic light in the middle of the desert and scares someone. Meanwhile, Red Alert makes an unsuccessful attempt at containing the black hole with a gravitron grid. The Autobots intercept a news broadcast and discover Thundercracker attacking some Earth planes. Jetfire arrives and engages Thundercracker. Vector Prime warps the Earth jets to safety as the other Decepticons arrive. During the battle, Jetfire and Optimus activate their Cyber Key powers for the first time, only to find out that Megatron has discovered the location of the first Cyber Planet Key.

Arriving on the planet Velocitron (Speed Planet), Megatron forces two local troublemakers, Ransack and Crumplezone, to become his new subordinates. Back on Earth, the still injured Landmine feels he is ready to return to action and finally scans his new vehicle mode. Meanwhile, Bud and Jolt discover a possible clue to the Omega Lock in a temple in Mexico. The Autobots investigate and are attacked by Starscream and Thundercracker. They activate their Cyber Key powers and the battle ensues. Landmine arrives and engages Starscream, against the orders of Optimus Prime. He activates his Cyber Key power, rescues the humans from an incoming missile and is re-injured. After the battle, Vector Prime discovers what only an imitation of the Omega Lock is. However, the ruins give hints that allow Vector Prime to determine the location of the Speed Planet. Hot Shot and Red Alert are sent there to search for the Speed Planet Key.

Bud, jealous of Hot Shot, wants to go to space. He and Jolt convince Scattershot to take a ride on the space bridge. As he is searching for clues about Velocitron's Planet Key, Megatron engages in a race against the planet’sleader, Override, and loses by a small margin. Override explains that she does not know about the key and just wanted to race. Meanwhile, Bud and Scattershot are observing a battle from space and are hit by a stray missile, which knocks them into a freefall. On Speed Planet, Megatron orders Ransack and Crumplezone to find new information about the Planet Key. Back on Earth, the Autobots finally find out the whereabouts of Bud and Scattershot. Jetfire rushes to their rescue but a wayward satellite hits them and knocks them towards the atmosphere. Quick thinking by Jolt saves them both. It turns out Vector Prime had been teaching the Mini-Cons to create small dimension gates, and that got them back to base. Back on Speed Planet, Red Alert learns that the Cyber Keys on Speed Planet were all coloured red, different from the blue Cyber Keys of Earth. Hot Shot observes Ransack and Crumplezone beating up on two locals. He disobeys Optimus’s orders and rescues Clocker and Brakedown, much to the dismay of Red Alert.

This episode picks up where the last one left off, with Hot Shot coming to the aid of Clocker and Brakedown. As Hot Shot is battling Ransack and Crumplezone, Red Alert reluctantly joins the fight and tends to the injured Brakedown. After the fight, Hot Shot and Red Alert start arguing over what just occurred when an eavesdropping Clocker hears them mention they were from Cybertron. They then ask the two locals about the Planet Key. Clocker and Brakedown don't know anything about it, but agree to help look. Meanwhile on Earth, the Autobots lure the Decepticons into attacking a decoy base in hopes they’ll think they’ve destroyed the real one. Back on Speed Planet, Clocker guides the others through the streets and tells them that Override may know where the key is. However, Megatron and Override are already discussing the key. Override mentions the Planet Cup, which may a clue. Override, Megatron and Hot Shot race to see who gets to keep the cup. Override wins again due to interference from Ransack and Crumplezone. After the race Hot Shot and Red Alert get into another argument over their objectives on Speed Planet. Angered, Hot Shot drives off to find Override.

As Starscream is fighting a combat simulation, he is contacted by Megatron who reminds him what will happen if he doesn't find the Omega Lock. Starscream starts to reveal his true intentions during a battle between the Autobots and Thundercracker. Meanwhile on Speed Planet, Override once more engages in a race, this time with Hot Shot – leading to Hot Shot finally igniting his Cyber Key in a losing effect. A rift over actions conflicting with orders begins to build between Hot Shot and Red Alert. Later, Starscream arrives on Velocitron demanding to take the new recruits to see if they are worthy in battle. The Speed Planet Decepticons and Starscream ambush Red Alert in a junkyard. Red Alert blasts Ransack and Crumplezone into the stars but Starscream escapes. Starscream thinks he will soon rule the universe and reveals something that looks exactly like the map Megatron stole from Vector Prime.

On Velocitron, Megatron tries to search for the Planet Cup but its defenses are too strong. While the United States Secret Service spies on Coby, Bud, and Lori in an attempt to find out more about the Transformers, their hometown is threatened by an earthquake and flood caused by a mining accident. Coby thinks of a plan inspired by Green Gloop to save the town. Back on the Speed Planet, Ransack and Crumplezone tell Megatron they are entered in the Great Race. Hot Shot was eavesdropping and then feels it's up to him to save the Universe.

Vector Prime tells the kids about Cybertron, the Planet Keys, the Omega Lock, and how the Transformers' ancestors tried to create a network of space bridges to span the entire universe. Meanwhile, Megatron finds the location of the second planet. On Velocitron, Hot Shot is still trying to control his handling. Investigating Earth's ruins in the hope of finding out more about Atlantis and the Omega Lock, the Autobots head out to the Sahara Desert. There, Megatron destroys Vector Prime's Mini-Con friends, causing him to reveal his time turning abilities to save them. Megatron and Starscream take the Omega Lock but a missed shot from Thundercracker shatters it. Megatron explains that it must have been a replica, since the true Omega Lock cannot be destroyed so easily. So Megatron and Starscream head off to the second planet.

On Earth, Optimus enlists the help of Autobot civilians to find clues about Atlantis. On Velocitron, Ransack and Crumplezone harass a local named Dirt Boss into joining their efforts to defeat Hot Shot and Override. Meanwhile, Megatron and Starscream arrive on the Jungle Planet; where they are confronted by the planet’s leader, Scourge, and his minions, Snarl (Fangwolf) and Undermine. Back on Earth, the Autobot civilians begin their work to find the Seal of Atlantis. Thundercraker decides to have some fun at the expense of a motorcycle Autobot civilian, and is blasted by four different Cyber Key powers. The Autobot civilian leads the Autobots to a pattern in the desert, a copy of the Seal of Atlantis. It also has the coordinates to the Jungle Planet. The Autobots create a dimension gate to the Jungle Planet, and send Overhaul through. But an attack by Thundercracker strands Overhaul there without aid. The Autobots try to contact Overhaul, but a storm on the Jungle Planet causes interference. In Scourge's temple, Starscream asks Megatron why they don't crush the Jungle Planet Transformers and take the Jungle Planet's Cyber Planet Key. Megatron reveals they'll use thesebeast botsas long as it's convenient, and then destroy them. While Starscream returns to Earth, Overhaul nearly falls into a canyon of lava and hangs for his life. Meanwhile, the Autobots get a call from a submarine Autobot civilian who found the Seal of Atlantis.

On Jungle Planet, Overhaul is rescued by Backstop, meets his apprentice Snarl, and plans to bring peace to their world. On Earth, Scattershot reveals he's afraid of being under water, so Optimus says they should just jump in. The Autobots jump into the water, only to find out they have no idea how to swim. Bud gives them a quick swimming lesson. The Autobots locate the Atlantis pattern at the base of an undersea mountain. Vector Prime opens a door there and heads in to investigate with the Mini-cons and kids. Atlantis turns out to be a massive ancient Cybertronian spaceship that crash-landed into the sea. Megatron, Starscream, and Thundercracker have been tailing the Autobots, and soon the Autobots and Decepticons are battling outside the ship. Inside the ship, Vector Prime, the Mini-cons, and kids find the control room. Vector Prime is forced to warp the craft away to keep it out of the Decepticons' hands. The mysterious Transformer Sideways makes his appearance.

The Autobots and Decepticons move their battle into space, where Vector Prime has taken Atlantis. Sideways reveals himself, puzzling both sides, while Vector Prime and the children discover the Omega Lock's location. Megatron's interference triggers Atlantis's self-destruction, and he and Optimus battle over the Omega Lock while Vector Prime and the others escape. Optimus emerges victorious, and Megatron is lost in the explosion. Once the Omega Lock is in Vector Prime's hands, it ignites space bridges among Earth, Speed Planet, and Jungle Planet through the Cyber Planet Keys. They receive a message from Red Alert on the Speed Planet, but the connection is lost. Optimus, Landmine and Vector Prime go to the Speed Planet, while the rest stay behind and protect Earth. They seem close to saving the universe.

In episode 13, Ship, Red Alert contacted the Autobots on Earth and asked for Optimus Prime to join them on Velocitron. Ransack and Crumplezone tricked Hot Shot and Dirt Boss into believing that a race between them would determine which of them would be allowed to race Override for the Planet Cup. During the race Ransack and Crumplezone caused a rockslide that buried Hot Shot, but he was saved when Optimus Prime, Vector Prime, and Landmine arrived. Hot Shot was almost killed in the landslide. After Hot Shot woke up, he thought he was useless to the mission. But Optimus eavesdropped on Hot Shot's conversation with Clocker. Although Optimus was upset that Hot Shot had become involved with the locals, Clocker and Brakedown were eager to help the Autobots. After being unable to obtain the Planet Cup from Override herself, Optimus endorsed Hot Shot's plan to win the cup in a race, with the other Autobots aiding him. Ransack and Crumplezone were contacted by Megatron and told to keep on eye on things, so they too decided to enter the race. They could win the cup or at least cause damage to the other racers. The qualification round started with Override, Dirt Boss, Ransack, Crumplezone, Optimus Prime, Hot Shot, Red Alert, Landmine, Clocker, and Brakedown participating.

The entire Autobot force is on Speed Planet, Override, Dirt Boss, Ransack, and Crumplezone all try to gain victory in the first round of the Great Race. As Ransack and Crumplezone use every dirty trick they know on Speed Planet, back on Earth, Starscream and Thundercracker convince the Autobot Mudflap to defect to the Decepticon side by playing off his dislike of humans. Meanwhile, Bud, Lori and the Mini-cons take a trip to the city where they attempt to locate a recovered Cybertronian artifact, and meet Dr. Lucy Suzuki in the process. The race on Speed Planet ends with Override first, Hot Shot second, and Dirt Boss third. On Jungle Planet, Overhaul challenges Scourge for the Cyber Planet Key.

On the Jungle Planet, Overhaul does battle with Scourge, only to take a terrible beating. Scourge was about to deliver the final blow when Snarl interferes, saving Overhaul. On Velocitron, the second round of the Great Race commences, bringing obstacles such as stairs and tunnels to the course, as well as more interference from Ransack and Crumplezone who switch the signs. Meanwhile, in a volcano, Overhaul is bathing in lava, training to withstand Scourge's heat attack while Snarl tells him a lesson learned from Backstop. Back at the race, Ransack and Crumplezone's cheating incapacitates Override, leading Hot Shot to save her, much to her confusion. When the race is finished, Dirt Boss is in first place and Hot Shot in second. Meanwhile, Overhaul returns to fight Scourge again. Unfortunately, Snarl is attacked in the course of the battle, and when he and Overhaul are both defeated, Scourge intends to eliminate Snarl for treason. However, Overhaul tries to save him at the risk of his own safety, and manages to channel the power of the Jungle Planet's Key. He scans a carving of a lion, transforming him into Leobreaker!

Optimus Prime and Vector Prime arrive on the Jungle Planet to meet up with Overhaul who sent a distress signal, but find that he has become Leobreaker. Red Alert theorizes that Cyber Planet Keys can turn a planet into a mirror image of Cybertron, and reformat Autobots. Optimus and Vector Prime discover that neither Leobreaker, Backstop, nor Snarl sent the distress signal. The trio are forced into battle alongside their new allies Snarl and Backstop against Megatron, Scourge, and their minions. During the course of the fight Optimus and Leobreaker awaken a power from within, combining into Optimus Prime, Savage Claw Mode! Meanwhile, Coby and the Mini-cons sneak off to Speed Planet, where Hot Shot is in preparation for the semi-final round of the Great Race.

The second last round of the Great Race begins, taking Hot Shot and the other contestants through the course in the Diablo Desert. As Hot Shot becomes trapped in sinking sand, Brakedown attempts to help him at the cost of compromising his own participation in the race. Dirt Boss is disqualified when Ransack and Crumplezone abandon him, leaving only Ransack, Crumplezone, Hot Shot, and Override in contention. On Jungle Planet, the Autobots and their new friends battle the allied Decepticons after being tricked by threats and a friend trapped under a rockslide. Sideways tells them he is working undercover to compromise Megatron's organization, but his true allegiance is unclear. Landmine contacts Optimus to tell him he found Coby and the Mini-Cons on Speed Planet. Hot Shot convinces Optimus and Jetfire to let Coby stay.

The final race to determine who wins the Planet Cup, and thus the Cyber Planet Key, begins with Override, Ransack, Crumplezone, and Hot Shot as the participants. Coby races with Hot Shot because Hot Shot suffered extensive damage to his internal systems. Ransack and Crumplezone are virtually eliminated early on when they try to steal the Planet Cup, making the race a struggle between Hot Shot and Override. Unfortunately, Hot Shot's links are breaking down. Coby hot-wires him and Hot Shot wins the race and claims the Planet Cup. Megatron arrives to steal the cup, resulting in a brawl between the Autobots and Decepticons. The cup is returned to Hot Shot by Override, who pledges her allegiance to the Autobots after benefiting from Hot Shot's selflessness during the race. The Speed Planet Key is placed in the Omega Lock which results in a lot of data and sends a golden wave across the galaxy. Then a signal of coordinates comes from the Autobot base, alerting them to something strange in the Arctic.

While investigating strange phenomena at the North Pole, the kids run into Professor Suzuki, who is taking part in a government project to research the same phenomena. Seeing her as a possible ally, Bud and Lori want to tell the Professor about the Transformers’ existence, but Coby isn’t so sure. Unfortunately, an attack by Starscream and Mudflap may make the discussion moot! Then Scattershot saves them.

In a confrontation with Megatron and Scourge, Leobreaker lets his temper get the better of him, and, against Optimus’ direct orders, attacks Scourge. Scourge defeats him easily, but seems to have developed a grudging respect for the Autobot. Backstop tells Optimus about Scourge's past as well as Snarl and Leobreaker. Long ago, Jungle Planet had no leader until Scourge stepped up. Leobreaker then tells Snarl about his past. Back when he was Overhaul, he was a reckless lone wolf and no one wanted to partner up with him. On one mission, he was trapped under rocks, and was rescued by Optimus who tried to give him cover. Leobreaker realized that Optimus and the team had always looked out for him. Surprisingly, Optimus arrives. Optimus explains that he has been wrong about keeping their mission a secret. Every planet was different and had many customs, and wherever they go, they find people who wanted to help - valuable allies and friends. Optimus realizes that the only way to obtain the Jungle Planet Key is to fight Scourge. He sends Backstop to deliver his message. Megatron is infuriated and Sideways whispers a plan to Starscream.

The stage is set for the final confrontation between Scourge and Optimus Prime. The Autobot team arrives on the Jungle Planet, with Override representing the Speed Planet, and Lori representing Earth. The Decepticons plan a 'welcome party' for the Autobots, which only delays the inevitable confrontation. Later, Optimus Prime and Leobreaker team up to defeat Scourge. Scourge asks Optimus to kill him as he was the loser, but Optimus refuses, claiming that Scourge was a worthy opponent.

After receiving the Cyber Planet Key from Scourge, Lori talks him into understanding the merits of teamwork. He apparently agrees, and calls Lori his little sister, which infuriates her. Later, an angry Megatron is seen ranting, raving, and blowing things up.

In this episode a colossal battle spans all the terrain of the Jungle Planet. The Decepticons try to track down the Jungle Planet Key hidden among several decoy boxes protected by Autobots. When opening boxes, Ransack gets punched by a boxing glove and Megatron and Sideways find rocks. Megatron determines that the Key is in the hands of Leobreaker and Snarl. Snarl distracts the Decepticons while Leobreaker beats a tactical retreat. Megatron gloats that Leobreaker is a coward who always has others to back him up. Optimus tells him not to let Megatron get to him. Optimus tells Leobreaker that he trusts him the most. Just as Megatron is about deliver a final blow to the downed Optimus Prime, Optimus's Matrix of Leadership activates the Jungle Planet Key to open a space bridge to Earth, bringing in Autobot reinforcements. Optimus defeats Megatron and gets the Jungle Planet Key. On the way back to Earth, Vector Prime asks how thesecret missionwas going. Jolt says they have an adviser named Suzuki but Coby tells him to keep his vocabulator quiet. Meanwhile, at Earth’s North Pole, Professor Suzuki makes an astonishing discovery -- a being trapped in ice! It scans a nearby car and breaks free. Suzuki realizes it is another Transformer. Afar, Colonel Franklin sees his firstrobot in disguise

With the awakening of the monster-hunting Autobot Crosswise, the secret history of Earth begins to be revealed. Starscream sends Megatron after a false lead on the third Cyber Planet Key, while Starscream searches for the Earth Planet Key. Sideways and Starscream follow Crosswise, thinking he will lead them to it. Sideways chases after Crosswise while Starscream finds out what Crosswise was hiding. Meanwhile, the Autobots put the Jungle Planet Key in the Omega Lock and are drawn into the essence of Primus. Using the Mini-cons as mediums, Primus says,Maintain the balance until all are one. The Polar anomaly draws the Autobots to a hidden cavern filled with terrifying ancient Decepticons, and into a deadly trap set by Starscream! In space, Megatron and his henchmen are trapped by Starscream's booby-trapped fake Planet Map, with Crumplezone outside.

Starscream has his Decepticon army in sight of Earth looking for its Planet Key. Crosswise requests assistance from his friend Evac to again imprison the Ancient Decepticons. Meanwhile, Optimus Prime and the other Autobots manage to escape, thanks to Jetfire's help. They head to stop Starscream and the Decepticons from terrorizing Earth, but end up being attacked by the Earth military forces! Evac and Crosswise come to their aid. Meanwhile, the Mini-cons, the children, and their families are taken in by Colonel Franklin and the military.

While the Mini-cons rescue the kids from military custody, Sideways learns the location of the Autobots’ base. Soon every Decepticon in North America is descending on Coby’s home town. The Autobots realize that to protect the Cyber Planet Keys and the humans of Earth, there’s only one option; take the Omega Lock and abandon the Earth base. Evac returns with the Earth Planet Key but is ambushed by Starscream. Evac manages to get away but Starscream keeps coming, despite all the Autobots can throw at him. During the fight, Leobreaker manages to bite off one of Starscream's Energon blades, and Savage Claw Mode finally defeats Starscream. But Starscream reactivates and shoots at the kids. While Optimus is distracted, Starscream steals the Omega Lock. With the Autobots swearing to get it back, Colonel Franklin demands a talk with them.

With the help of Scourge, Megatron and the Decepticons are finally freed from captivity. They decide to head to Earth, and Scourge joins them. Meanwhile, Starscream places the Earth Planet Key in the Omega Lock, and a space bridge is formed, revealing the black hole to Earth and the entire universe. A transmission is received by the Autobots, and is deciphered by Red Alert and Vector Prime. The message says to bring the Planet Keys and Omega Lock to Cybertron, but does not indicate what will happen. However, the Decepticons appear at Niagara Falls, and the Autobots rush to challenge them. In the battle, Megatron is challenged by Hot Shot, Red Alert, and Scattershot. In the process, Megatron gains a new weapon from Earth's Cyber Planet Key - a gatling gun! Megatron promptly uses his new weapon to seemingly wipe out the three Autobots.

After being mowed down by Megatron, Hot Shot, Red Alert and Scattershot struggle for their lives. But just in the nick of time they activate a radar dish which sent a beam through the space bridge right to Cybertron redirected at the Omega Lock, sending golden waves that shines down on them and resurrects them into the Cybertron Defense Team. They scan new vehicle form to better combat the Decepticons. Optimus, Evac and Override head for Starscream and the Cybertron Defense team takes on Megatron and Scourge.

Scattershot gives the kids and Mini-cons access to the base to monitor Optimus. A three-way battle unfolds between the Decepticons, the Autobots, and Starscream's forces. Crosswise was busy recapturing the entire monster Decepticons. The kids discover that a big red ball of something was on its way to Earth- directly to the island. Then, an Autobot warrior named Wing Saber appears. After looking at his files, it seems Wing Saber made a lot of code violations and even tried to attack Optimus once. Wing Saber said he came to Earth because of some signal. Vector Prime realized that the signal was emitted by the Omega Lock when the third Cyber Planet Key was placed in. Jetfire gives Wing Saber a vehicle form an A-10 Warthog. Seeing that the black hole's core had become unstable, Optimus sends the Cybertron Defense Team to check on it. Coby draws a road to the space bridge. Wing Saber battles Megatron, Scourge jumps into the volcano followed by Leobreaker.

As the Autobots descended further into the volcano, Sideways meets them in a faceoff. With him warping, Vector Prime attaches Safeguard to his back, so Optimus could have a clear shot. With the Autobots closing in, Starscream unleashes the Omega Lock's power and grows to a tremendous size. He adorns a crown from the lava, declaring himselfEmperor of the UniverseVector Prime goes to retrieve the Omega Lock but gets trapped under rubble. Wing Saber rescues him but gets attacked by Thunderblast. Leaving her in the lava, they could head to Cybertron. Meanwhile, the Cybertron Defense Team is sent to check on Cybertron but they find it infested with hundreds of spider-like Transformers called Scrapmetal drones. Overpowered and outnumbered, the kids call Optimus to go to their aid. But he is punched by Starscream.

Override, Evac and Leobreaker are sent to help the Cybertron Defense Team on Cybertron; Megatron's Decepticons follow as well as Thunderblast who joins Megatron. Wing Saber, wanting to link up with Optimus, reminds him of a mission in the Chaar asteroid belt. They were trying to save a man and had to get out of the asteroid belt. They linked up back-to-back, blasting every rock in their way. Unfortunately, Wing Saber slipped and almost didn't make it. Now they were facing the same event as Starscream uses his power to tear the earth apart to create a rock storm. Doing the same thing from Chaar, Optimus and Wing Saber avoid the boulders. Once out of the storm, they combined into Sonic Wing Mode. Going at the speed of light, Optimus avoided the rocks and overpowered Starscream. Sideways warped Starscream away and the Autobots headed to Cybertron.

Override, Evac and Leobreaker were cut off from Cybertron and were cornered by the Decepticons. But charged by the Omega Lock, they head through the vortex. Megatron, Scourge and Thunderblast follow suit. Thundercracker spins out of control, Ransack and Crumplezone stay behind and Mudflap goes back to Earth. On Cybertron, the Defense Team had finally eradicated the Scrapmetal drones. Just then, the rescue team comes in but so does Megatron and Optimus. Megatron steals the Omega Lock but Optimus combines with Wing Saber, followed him into his fiery dimension. Retrieving the Omega Lock, Optimus told Vector Prime to create another dimension gate to seal Megatron's. But Megatron's armor of Unicron allows him to keep the gate open. The Autobots destroyed Megatron by combining the Omega Lock with Vector Prime's sword. They place the Omega Lock beamed to the Autobot Matrix of Leadership in the very core of Cybertron, but it triggers a reaction that seemingly begins to tear apart the planet! But when they retreat back to Cybertron's moons, they discover the planet was really transforming. They saw the creator who existed at the beginning of time, the Transformers' lord, Primus.

The true form of Planet Cybertron is revealed as the planet-sized Transformer, Primus used as the device to connect and relay the messages of Primus, who begins to speak of things that have long since passed. When the Autobots destroyed Unicron, it caused a rip in time and space which created the black hole. Only he can shut it down. But first, the Autobots must find the last key to fully awaken him. Then, Primus showed images of the four Cybertronian ships heading towards planets (as well as four Autobots from the Generation One series; Optimus Prime, Rodimus Prime, Ultra Magnus and Jazz). At the fourth one, once the ship reached it, it disappeared. Primus explained that the planet was caught in a wormhole and sucked into an alternate universe. Unfortunately, Primus's energy was spent because Starscream absorbed much of his spark. Before he rested, Primus told the Autobots about the fourth planet. It was Gigantian. But the Autobots didn't know they were being overheard by Sideways, who returns to a being-repaired Starscream. Vector Prime tells everyone that the fourth planet was where the Mini-cons came from. He shows an image of them in their ship, drifting in space. Jolt explain that they we're playing hide-and-seek. He also mentions that there aren't only small Transformers on the planet, but bigger ones. Meanwhile, the Decepticons were quarreling over who should be leader. Red Alert tried to scan Jolt's memory, which tickles him, but can't find anything. His size and mind is so complex, he seems more human than Transformer. Just then, the Autobots detected Decepticons approaching. During the battle, Scrapmetals blew up Crumplezone and Starscream fires at Primus's head. But everyone was astonished when the creator blocked the shot and activated his weapon systems. Blasting Starscream, the map flies into Vector Prime's hand. Just then, everyone sees a ghostly image of Megatron. In the command center, the kids see Sideways kidnap the Mini-cons. They follow him through a warp gate and end up in a strange place.

Megatron returns from the dead but is lost and confused when he sees a dark mist that surrounds him. He uses this mist to first swallow up a Scrap Metal and then to reformat Crumplezone in his own image. He then turns his attention to the Autobots who are somewhat confused as to why they can't destroy them. Leobreaker then realizes that the Decepticons have their fighting spirit back because of seeing Megatron. Meanwhile Safe Guard informs Vector Prime that he's lost contact with Jolt and the children. Optimus Prime sends Vector to investigate why they've lost contact with the mini-cons and the children. He checks the Skydome to find that there's no sign of a struggle or bodies. He then checks the surveillance monitor to find that Sideways has taken Jolt, Reverb, and Six-Speed. He relays a message to Optimus Prime who then asks about Bud, Coby, and Lori. Vector Prime tells Optimus Prime that the children have gone after Sideways. Leobreaker decides to engage Megatron alone and slices into the mist that surrounds the fallen leader but to Leobreaker's surprise Megatron is not dead but has been completely restored due to Unicron's armor. Megatron uses emotional manipulation and the dark side of Leobreaker's heart to create Nemesis Breaker. Nemesis Breaker and Leobreaker then begin a fierce battle which ends in Leobreaker going down. Optimus Prime tells Scourge that he's more concerned about Megatron than he is about him so he leaves Scourge in the middle of the battle feeling rather indignant. Back at the Skydome Red Alert asks Vector Prime if he's already checked the volcano where Starscream was last seen. Vector Prime informs both Red Alert and Scattershot that he had contacted Colonel Franklin on Earth and who has informed him that the volcano has already been cleaned out. Scattershot complains that he gave Coby a mini-communicator and wonders why he hasn't used it to communicate with them. Now in the floating room Coby and Bud are trying to retrieve their communicator so that they can relay a message to the Autobots but it's floating around and they are unable to catch it. Meanwhile the last fit battle between Dark Claw Megatron (Megatron link up with Nemesis Breaker) and Savage Claw Optimus Prime has begun but once the smoke had cleared Optimus realizes that the battle was a ruse that Megatron used to run away and head straight for the Omega Lock.

As the battle rages on Primus, the kids find out they are in Atlantis again. Though crippled, Atlantis maintained a minimal atmosphere. Floating through the air vent, the kids came upon the control centre, where Sideways was trying to extract information on Gigantian from Jolt. Unfortunately, he has too much information in his brain and decided to make him a mindless zombie by removing data not on Gigantion. Starscream heads off to get the Omega Lock. Tired of stuff floating around, Sideways turns on the artificial gravity generator and the ship stabilizes. But then after hearing Bud's scream, he does theJack and the Beanstalkthing. The kids slid down a tunnel and almost fell into a fire pit. They were running away from Sideways when Coby purposefully drops his communicator, projecting a holographic image of Megatron. Voicing for Megatron, Coby said to Sideways that he should surrender to the Autobots, hop on one foot and say;I'm a pretty ladyBut his trick was exposed and again they start running. After managing to trap Sideways under rubble, the kids rescue Six-Speed and Reverb. Meanwhile, Starscream forces Thunderblast to steal the Omega Lock for him or he'll blast her to smithereens. Back on Atlantis, the others rescued Jolt and were going to disable the EMS (Electro-magnetic Shield) surrounding the ship when Sideways appears in front of them.

The kids and the Mini-cons managed to get away from Sideways thanks to Jolt. But in a tunnel in direction of the shield controls, they are once again cornered by Sideways who put up a warp shield to prevent Jolt from opening dimension gates. Luckily, after distracting Sideways withOh there's Megatron. No, its Optimus Prime, Coby blinds him with Atlantis' fire extinguisher. Running into the engine room, they figure out Sideways had put Atlantis back together. They then set a trap. Meanwhile, Mudflap was wandering the Earth not knowing who to join. Lugnutz wonders what happened to Starscream. Back on Primus, Thunderblast was having a hard time getting the Omega Lock, so she calls for Starscream's help. Yet he was driven off by the Autobots and Thunderblast chooses not to take the Omega Lock. In Atlantis, the kids cause an explosion in the engine room and sent Sideways down the garbage chute to hit a piece of machinery. Since he put up the warp shield, even he can't warp. Once he's out, he gets hit by a machine. The kids then disabled the Electro-Magnetic Shield to contact the Autobots. Vector Prime, Red Alert and Scattershot went to get them, followed by Ransack, Crumplezone, Nemesis Breaker and Megatron. Starscream returned and set the ship to warp. The kids took the escape pods but one containing Bud, Jolt and Reverb was still in the warp field after bumping into a dazed Sideways. Atlantis warped away, taking everyone inside its field including Ransack and Crumplezone. Coby swore to find Bud and the others.

The Autobots search the entire universe for the Atlantis star ship but it's nowhere to be found. Vector Prime explains that the wormhole can only be entered by the Mini-cons and the children, because they have flexible minds; however, Red Alert says that Vector Prime's sword and Optimus's Matrix can stabilize the wormhole to allow other Transformers in. On Earth, Landmine convinces Mudflap to rejoin the Autobots. In order to rescue Bud, Jolt and Reverb, Coby and Lori decide to go to Giant Planet. Before leaving, they try to tell their families about the Transformers, but their families don't believe them, even when Colonel Franklin and Professor Suzuki show up. Optimus, Vector Prime, Landmine and Six-speed reveal themselves. Optimus assures the children's families that they will be safe. The next day, everything is ready. Lori's mother has cooked some rations for the trip. The Autobots and the kids head off to the wormhole.

Bud and the Mini-cons leave a trail of breadcrumbs (iron boxes) marked with the Autobots' insignia so the Autobots can find them. They were lucky that Jetfire and Wing Saber were able to find their trail, but a battle with Megatron has Sideways warp away Atlantis. After Jetfire and Wing Saber left, a mysterious being named Soundwave and his bird partner Laserbeak tells Megatron he knows where the Giant Planet was. Primus tries to use his spark energy to stabilize the black hole for a little while but Starscream interferes by throwing himself into Primus's stabilizing beam, this causes him to grow to planet size. He then decides to take on Primus. Activating the shields, it bought the Autobots time to restore the energy flow to all the body parts of Primus on time, re-activating him. Even with only 3 Cyber Planet Keys, Primus easily beat up and ravaged Starscream, using Cybertron's two moons as wrecking balls to send him into his old giant state. Sideways bring Starscream in the warp field and Vector Prime reveals that he found the location of the Giant Planet.

Coby was working on a damaged Scrapmetal drone when Optimus assured him that they will rescue Bud. The Autobots learn that the gate to Gigantion could cause the result of their minds leaving their bodies. Luckily, Red Alert had made a vaccine based on technology from Vector Prime's sword to protect the Autobots. Override had brought a spaceship that looks a lot like the Atlantis to make the journey. But it was called the Ogygia, the Cybertronian ship that brought the first Transformers to Velocitron. It was thought a legend until Clocker and Brakedown rediscovered it. Coby and Lori realized that ancient lost continents on Earth. The Autobots were applied the vaccine but Jetfire stay away.It turns out Jetfire has a Needle phobia. He offered to stay behind to protect Primus and Omega Lock. But the creator himself contacted them that he will do it. The Autobots head through the space-time warp tunnel but got attacked by the Atlantis. They couldn't even return fire with Bud on board. Falling into a hole that would trap them in a limbo, Coby reroutes all of the weapon power to the main engines. Then a huge rock was in their way and with all the weapons systems diverted to main engines, they couldn't even blast their way through. On the Atlantis, Bud and the Mini-Cons sabotaged the engines to slow down Starscream. The Autobots burned a hole in the rock, but Coby got electrocuted. When he came to, they were on the other side of the rift. Meanwhile, far ahead, Soundwave brings Megatron right to Gigantion.

Optimus and the Autobots advance to Giant Planet in the starship Ogygia. On the way, there is a reaction on the thermal sensors of the radar, which reveals the presence of a planet. After finding Gigantion, they find that massive cities on the surface and those bits of the planet were torn off and made to form a ring. Searching the entire city, Safeguard brings them to a rock blocking an underground tunnel. After scratching and blasting, the Kids and the Mini-Cons found a station that has been abandoned. Safeguard explains that the people of Gigantion build cities then abandon them. Once again searching, Scattershot found huge tremors that lead the Autobots right to a construction site. One of the workers accidentally dropped a big girder which nearly crushed Landmine, who had tried to catch it in vehicle mode. Then a big Transformer came in and saved him. Introducing himself as Metroplex, the Autobots ask him about the Cyber Planet Key. Metroplex's friend Quickmix says that the Key is at the center of the planet. Unfortunately, no one can go back to the abandoned cities and the Autobots must respect their traditions. Suddenly, while the Autobots are trying to motivate Metroplex and Quickmix to help them retrieve the Cyber Planet Key of Giant Planet, a worker came in saying that a miscreant named Menasor was wreaking havoc. It was then revealed that Menasor had joined Megatron, hoping to get better respect from the Decepticon Leader. During a battle, Metroplex went against Megatron and used his buzz saw to send Megatron down three levels and Nemesis Breaker into smoke. The Decepticons retreat and Metroplex and Quickmix join the Autobots. Tradition or no tradition, they couldn't let Megatron get his hands on the Key.

The Autobots search all over the abandoned cities for the un-erased data on the Cyber Planet Key. Megatron, angered and humiliated after his fight with Metroplex, puts up all his rage by turning into a ghostly form and heads down through the planet's crust. He then finds the Giant Planet Key and tries to take it. Unsuccessful, he emerges, with a black aura surrounding him. With his new power, he easily defeats all the Autobots one by one with no effort. As his aura disappears, he renames himself Galvatron. However, he is defeated by Optimus (by using Metroplex's axe and activating Giant Planet's Cyber Key). With the data recovered by Coby and Lori, the Autobots scout the planet in Ogygia and find Atlantis in a newly created fissure in one of Giant Planet's abandoned cities.

The Autobots find Atlantis and begin an assault. Starscream sends out Sideways to fight them all alone. In the cargo hold, Bud, Reverb and Jolt hear a strange noise in the vents. Suddenly, a Scrapmetal came out of it. It opened its canopy, revealing Coby at the controls. Soundwave takes Sideways out the battle while Starscream diverted all power from the engines to the weapons. Luckily, Quickmix managed to spray a lot of instant cement on the Atlantis, trapping Starscream. On Ogygia, Coby shows off his Scrapmetal drone suit by transforming it. Though everything was intact, the weapon systems were disabled due to the fact that they were too dangerous. Optimus gives Coby's suit an Autobot insignia with wrenches slashed across. Meanwhile, Soundwave reminds Sideways of something and Galvatron sends his Decepticons to find the Key. The Autobots find that there are four tunnels leading down to the underground and number four is blocked. They once again split up. Lori, Override and Wing Saber are Team 1. Jetfire, Snarl and Leobreaker are Team 2. Team 3 is Cybertron Defense Team. And Team 4 is Optimus, Vector Prime, Metroplex, the Mini-cons and Bud. Landmine, Evac, Coby and Quickmix stay as the backup team. After clearing the way, Team 4 find one of the underground cities with a holographic sky. Ransack and Crumplezone then come in and snatched Jolt, knowing the Autobots won't fire on them. Then Coby shows up and saysCobybot transformfor his suit. He then throws a ball full of Quickmix's instant cement to trap them. Crumplezone tosses Jolt who is saved by Evac. Optimus gets rid of the gruesome two some with Metroplex's axe.

Jetfire, Leobreaker and Snarl jump down a hole while Lori, Override and Wing Saber run into Scourge and Thunderblast. Lori snaps at Scourge for abandoning his planet. Scourge tries to make excuses but is cut off by Thunderblast who taunts Lori for being a mouse. Lori gets angry and challenges her, but Thunderblast tricks her and flees. Lori forces Wing Saber to chase after her while Override and Scourge battle to see who is the best planet leader. Meanwhile, Jetfire fights Thundercracker with his new moves while Leobreaker and Snarl search for the Key. Thunderblast leads Wing Saber and Lori across a city right to the water, her natural environment. Lori takes control of the cranes and pins Thunderblast down, then Wing Saber blasts her away. Meanwhile, Jetfire and Thundercracker become seriously damaged. Then the backup team arrives. Coby checks on Jetfire while Quickmix cements Thundercracker. Override and Scourge are still having their fight when Lori comes in and a missed shot from Scourge's axe makes the wall crumble and fall on Lori. Wing Saber saves her but in the confusion, Scourge escapes. He tries to make up an excuse that he was just retreating to fight another day as the elevator closes. Lori kicks a piece of the wall which slides in and a strange device rises from the floor. It projects Gigantion's universe in ancient times. A red planet with two golden rings forming an X descends on Gigantion. Swarms of Sideways, Laserbeak and Soundwave then began invading.

Primus does the best he can as the black hole expands even further and the crisis approaches Jungle Planet. Ransack and Crumplezone get blasted away by Optimus. Sideways and Soundwave were discovered by the Cybertron Defense Team and decided to tell them of why they are searching for the Key. They were last survivors of an advanced world called Planet X. When the planet was running out of power, they chose to live on Gigantion. The inhabitants didn't like invaders and knew they were going to be defeated. So they used the Cyber Planet Key to super-size them and their planet to combat the invasion. When Planet X was fought to a stand still, they used their technology to make more dangerous weapons. In the end, they unleashed cannon so powerful that even they couldn't control it. The result destroyed their planet. Now the survivors were going to find the Cyber Planet Key to get revenge. Hot Shot protests that Planet X attacked first. Soundwave counters saying that they will feel the same when Cybertron is destroyed. Laserbeak clouds the Defense Team in smoke that even light couldn't pierce. Red Alert was being hit by multiple copies of Sideways, Hot Shot hears all Autobots saying it was because of him they failed and Scattershot was being confused by two Hot Shots (Right hands were only seen) and decided to quiz on what happened with Jetfire before they entered the space-time hole. The Hot Shot on the left was blasted because it didn't happen and thought it was funny. With the smoke cleared up, the Defense Team blasted the X two. Leobreaker and Snarl wager the leader's throne and challenge Scourge. Scourge was the winner and there was no sign of Leobreaker or Snarl. Meanwhile, Sonic Wing Mode Optimus blasted Ransack and Crumplezone yet again. Override and Lori show up to tell them all about Planet X.

Although winner of the fight, Scourge's emotion causes him to hesitate when he keeps thinking about Leobreaker's words. The backup team found Leobreaker and Snarl. Meanwhile, Teams 1 and 4 where going to head down their two last levels while Bud led the Mini-cons. When they exited, they found pictographs of Mini-cons. Lori accidentally pushed a wall tile and Bud and the Mini-cons fell down a shaft. Metroplex explains the tunnel is for Mini-cons. Elsewhere, the Cybertron Defense Team encountered Galvatron and Menasor. Down below, Bud and the Mini-cons land in Microcity, a city built for Mini-cons that was abandoned eons ago. While exploring the museum, Jolt explain that after the war with Planet X, the building were hard to do so some of the Transformers remodeled themselves into smaller forms and their brains were reconfigured to match that of a human. After exploring the park and were heading to the amusement park, they found the city trashed. They run into Scourge who Bud teaches him good leadership skills. The Autobots arrive and Scourge demanded to challenge them. After taking a hard beating from Metroplex and Vector Prime, Sonic Wing Mode Optimus made a slice at him. Falling down, Scourge wanted to be left alone. Meanwhile, the Cybertron Defense Team bested Menasor but was beaten by Galvatron.

Starscream manages to break out of Atlantis. Teams 1 and 4 had reached the center of Gigantion, an organic place, and head to Lumeria, the starship where the Cyber Planet Key was. They are then ambushed by Galvatron and Menasor. Metroplex goes to fight with the rebel while Optimus fights Galvatron. Not wanting to risk linking up with Wing Saber, Optimus decides to fight Galvatron without any help. Menasor defeats Metroplex and was about to finish the job when Drillbit and Heavyload stepped in the way. Metroplex convinces Menasor that the Decepticons are evil. Meanwhile, Landmine, Coby and Quickmix went searching for the Key while Override and Evac face Galvatron. Optimus was still in denial when Vector Prime literally punched sense into him. He trusts his team as well they trust him. The backup team finds the Cyber Planet Key and are suddenly attacked by Starscream who pushes Quickmix at a wall. Landmine invokes the power of the Cyber Planet Key to enlarge himself to combat Starscream. In the end, he uses his Cyber Tempest to throw Starscream through the ceiling. Optimus uses Metroplex's axe to defeat Galvatron. Once Landmine gives him the Key, he shrinks back to normal size. The Autobots had the Key and were ready to head back to the surface.

Starscream, battered from his battle with Landmine, recovers. The Autobots insert the Giant Planet Key into the Omega Lock and suddenly, it deactivates Gigantion's anti-warp field. The roof from each city opens up to reveal the Space Bridge in the real sky. They are then contacted by Colonel Franklin who says that Primus can't hold the black hole off for long. Scourge comes in and accompanied by Snarl, head off to save the Jungle Planet. Galvatron arrives to take the Omega Lock. When he succeeds, Starscream fights him battle for possession of the Omega Lock. Starscream shows an ability of his to change the mass and weight of his body. Though the Autobots try to intervene, Soundwave and Sideways get in their way. The two most powerful Decepticons unleash a powerful blast of energy that sends the Autobots running for cover. As the smoke clears up, Galvatron is the victor and Starscream, Sideways and Soundwave had disappeared. Galvatron heads through the Space Bridge followed by his henchmen. Vector Prime speculates that Starscream, Sideways and Soundwave were sent into another dimension. The Autobots and kids notice that the Space Bridge is disintegrating.

The Autobots who were not able to return to their original dimension because of the collapse of the Space Bridge so they attempt to artificially create a Space Bridge of their own with the power of the three Cybertronian ships. After digging out Atlantis and building their Space Bridge Generator, they were successful in creating a bridge. Suddenly, swarms of Laserbeaks came out of them. Outnumbered, Vector Prime had no choice but to destroy the generator. Once he did, the Laserbeaks vanished. Their only other option was to go through the time-space tunnel but it only opens every year. But Vector Prime could use his time powers to send them back to when the tunnel didn't close and when they came to this universe. Jolt interrupts, saying that it could work but the power used will cost Vector Prime his life! Vector Prime was willing to make the sacrifice. When he was traveling the time stream into the future, he found that the black hole had ended time itself. Still, Optimus would not let him make the sacrifice. Vector Prime explains that he had seen cataclysms and wars beyond the reach of time. Even if he is gone, he will still exist as long as time still runs. The Autobots got Lumeria and Atlantis up and running. Vector Prime said good-bye to the Mini-cons and Safeguard. As the three ships are beamed through time to the tunnel they encountered past Ogygia. At the end of the tunnel, they watch as Vector Prime's body is pulled atom by atom. Saluting him, they head off for Cybertron.

The Autobots split up to find Galvatron. When they returned to Primus, they found he was in the state of recharging. Earth was having major storms and meteor showers sending Jetfire and Evac to help. Elsewhere, Galvatron was using his power to control the black hole. On Velocitron, roads were collapsing so Override goes to save the inhabitants. On the Jungle Planet, it was pulled through the space bridge by a powerful force. The Autobots used Primus to create a bridge to evacuate everyone. But the storms were causing it to fall. Leobreaker set out in Ogygia to save them. Down below, Scourge was willing to stay behind. Snarl tries to snap some sense into him and Scourge's raw emotion cause the temple to break up into the spaceship, Hyperborea. On Velocitron, Override brought everyone to help out. On Earth, the Autobots were helping the citizens while Evac and Crosswise head to the North Pole. Meanwhile, the black hole had swallowed the Jungle Planet. Evac and Jetfire brought every Autobots including the Earth Decepticons. Once everyone was together, Primus' power merges the four ships into the Ark.

The Autobots confront Galvatron to take the Omega Lock and Planet Keys. However, Galvatron is drawing out the power of the Planet Keys and used it to make his remaining Decepticon troops to grow in size and power. In the midst of the battle between the Transformer forces, the Leaders of each planet face Galvatron. Galvatron uses the Keys to grow and explains his plan to use the black hole to destroy the universe and remake it in his own design. Furious to learn that Galvatron's ambition allowed him to disregard even his own comrades, all the 5 leaders fought and defeated Galvatron together with the combined power of their Cyber Keys. Galvatron sent the Omega Lock and Planet Keys hurtling into the Black Hole in an effort to have it implode everything. The Autobots saw the Planet Keys and the Omega Lock scattered. Each leader got their respective Keys and Optimus heads for the Omega Lock with Coby guiding him. Once Optimus got the Lock, he heard Vector Prime's voice. The Lock and Keys heads for Primus and awakened him. Primus then used the power to destroy the Black Hole using the Ark's main cannon, eliminating the disaster once and for all. Primus transforms back into Cybertron itself, as a beautiful planet with cities, vegetation, roads and atmosphere. Meanwhile, Galvatron's minions abandoned their allegiance to him. On Earth, the kids are reunited with their families.

On Cybertron, Optimus can't help but wonder. Galvatron was encouraged by Starscream to continue fighting, (although Starscream was in his imagination). The Autobots built rocket engines to move Jungle Planet back to where it was. Galvatron damaged the rocket boosters, and then challenged Optimus Prime in the command center to a final battle. The Autobots attempted to salvage the situation, along with the remaining Decepticons (after they were free from Galvatron) who arrived to lend them a hand. Meanwhile, both Optimus Prime and Galvatron were ravaged from each other's attacks. Galvatron uses an energy scimitar to cut down one of Optimus Prime's wings, causing serious damage. The ghost of Vector Prime appears before Optimus Prime and urged him not to lose this battle, also lending him the power of his own sword. Using the matrix of leadership, Optimus powers up into a golden mode similar to that of the planet leaders. Optimus Prime and Galvatron battle it out, using their swords. Optimus Prime uses the sword to destroy Galvatron. Galvatron mumbled his last words before he disintegrated, signaling his death.

Representatives of each planet have successively gathered together on Cybertron. The first Space Peace Conference opens with Optimus Prime. Colonel Franklin suggests hiding the Keys and the Omega Lock. Optimus Prime makes a proposal for the construction plan of a new space bridge that would connect the entire universe. All the representatives agreed to the proposal, and the project began. Optimus Prime, who wishes to take part in the project, made Jetfire the new leader of the Autobots. Override passed leadership over to Hot Shot, who won a race despite his weight and size, desiring to take part on the new Space Bridge project as she wanted to race on new planets. Evac and the Earth Decepticons too wanted to go on the project, leaving Crosswise in charge of Earth. Scourge who was unable to find someone who is able to defeat him and become the new leader of Jungle Planet, sent Leobreaker, Undermine and Brimstone on the project instead. Metroplex and the inhabitants of Giant Planet went on the Space Bridge project. A new journey thus begins with the Cybertronian ships heading to the four corners of the universe. Thunderblast, Crumplezone and Ransack become Decepticons again and dragged Thundercracker along with them. In the ending credits, Coby and Lori married while Bud won an Oscar. Colonel Franklin and Dr. Suzuki are also married, with one child and another on the way. Starscream also emerges from his Inferno dimension and is immediately tracked down by Landmine, Mudflap, and Wing Saber. The outcome of the battle is unknown, and the agents of Planet X live on elsewhere. Jetfire is seen giving orders and pointing at something in a room full of screens. Also, Galvatron and Vector Prime are both shown to be alive and dueling in a purgatory type setting. With the four Transformer worlds at peace, the heroes bid farewell to old friends and embark upon a whole new adventure. As the humans wave off the mighty Cybertronian ships, the human heroes from the past two shows, Carlos, Rad, Alexis, and Kicker, now each 10 years older than in Energon, are seen in the crowd.

A small repair crew, consisting of team leader Optimus Prime, hotshot Bumblebee, lumbering Bulkhead, ninja loner Prowl, and grumpy Cybertronian War veteran and medic Ratchet, find the Allspark among meteors when clearing a space bridge in an asteroid field. The crew is attacked by Decepticons including Megatron and Starscream, and are refused assistance from Cybertron. Starscream betrays Megatron; an explosion damages Megatron and he crashes on Earth along with the Autobot ship.

Fifty earth years later, in the city of Detroit, a nanotech demonstration by inventor Isaac Sumdac results in a giant monster, which local police and SWAT are unable to combat. The Autobots are accidentally woken up from their stasis nap. Taking on new vehicle forms, the Autobots battle and defeat the nanotech creature, and also meet Isaac's daughter Sari Sumdac, a spunky 8-year-old girl whose security key card is transformed by the Allspark into a transformable key capable of healing the Autobots' injuries. Prowl is badly injured and healed by this method. The Autobots become the city'sCybernetic Superheroes, and put their skills to work helping people.

Meanwhile, Starscream arrives on Earth seeking the Allspark. To obtain it, he takes hostages including Prof. Sumdac, Bumblebee, the mayor of New Detroit, and police Captain Fanzone. The Autobots relinquish the Allspark, but after the hostages are rescued, Optimus battles Starscream to the death. Sari uses her Allspark key to restore Optimus. Some hours later, Sumdac is alone in his lab - with the head and hand of Megatron, source of his robotics empire.

The Autobots continue to defend the city while making their home in the abandoned automobile plant Sari set them up in. Sari uses her key to accidentally revive Megatron's head, who promptly learns of Starscream's betrayal. Megatron controls a smallPocket-Botto search for the AllSpark in the Autobot's base, but when he doesn't find it, he takes control of the machinery in the plant to kill the Autobots. The Autobots hold their own and emerge victorious, and ponder who could have controlled thePocket-Botin the first place.

After having his funding cut by Porter C. Powell after CyrusThe ColossusRhodes goes berserk during a demonstration, Prometheus Black experiments with the fluid leaked by Bumblebee which grants him acid powers. Calling himselfMeltdown, he vows to eliminate Isaac Sumdac, but the Autobots prevent his plans.

Megatron reveals himself to Prof. Sumdac and tricks the inventor into thinking that he is an Autobot. He then helps Sumdac in reprogramming some robotic dinosaurs after Bulkhead accidentally destroys them at a robotic theme park. While Sumdac tries to rebuild them, Prowl teaches Bulkhead how to 'think and move'. Behind Sumdac's back, Megatron upgrades these Dinobots – Grimlock (a Tyrannosaurus), Snarl (a Triceratops) and Swoop (a Pteranodon) – to become his new attack drones. But during their rampage, both Ratchet and Bumblebee try to use an electromagnetic attack to disable them. However, Sari's key gets pulled into the mix, which gives the Dinobots a small semblance ofa sparkMegatron tricks them into attacking the Autobots becauseCars bad. Cars that turn into robots worse. ; this forces the Cybertronian heroes to battle them. It is during this fight that Bulkhead proves to be exactly what the Autobots need to stop the Dinobots, his muscle more than a match for the Dinobots' muscle. Sumdac thinks it would be better to dismantle the Dinobots, and Prime agrees, but Prowl (who senses a life force inside them) and Bulkhead, without Prime's knowledge, take the Dinobots to an island in the middle of Lake Erie where they can exist peacefully.

Ratchet thinks back to the time when he served in the Cybertronian War as a field medic. During the fighting, he was sent to rescue an Intelligence agent named Arcee who was injured during the fighting. The intelligence codes she possesses could turn the war in the Decepticons' favor. For that reason, Megatron sends Lockdown to capture her, snagging Ratchet in the process. In order for the Decepticons not to receive the codes, Arcee tells Rachet to use his EMP generator to wipe out the codes. He reluctantly obeys and the aftermath is Acree losing her memory and Lockdown gaining Rachet's EMP generator. Back in the present, Lockdown has resurfaced and uses Ratchet's EMP generator to capture Optimus Prime. Recruited by Blitzwing and Lugnut to locate the Autobots who destroyed Megatron, Lockdown is revealed to be just a bounty hunter who doesn't care about the Decepticons' cause and just does it for the 'upgrades' he can get. Ratchet eventually defeats him, reclaims his EMP generator and saves Prime, and opens up about his experiences to his leader.

To obtain Destronium to help rebuild his body, Megatron bails a fleet-footed thief named Nino Sexton out of jail. He provides Sexton with Isaac Sumdac's experimental super-speed suit, and Sexton takes the nameNanosecSince the Destronium is highly unstable it needs to be transported quickly from the research lab to Megatron directly. Meanwhile, to catch up to the villain, Bumblebee experiments with some new rocket boosters, but they do more harm than good. Eventually, the Autobots exploit Nanosec's weakness (rapidly accelerated aging) and defeat him, and through teamwork, get rid of the exploding Destronium.

It's Halloween and Sari introduces the Autobots to Earth's costume-and-candy traditions. However, the entire affair brings up bad memories for Optimus, who is haunted by the ghosts of his past, specifically when he and his fellow bots, the cocky and arrogant Sentinel Prime and power-mimicking Elita-1 were looking for a crashed Decepticon ship loaded with energon cubes. When Sari takes Bumblebee and Bulkhead trick or treating, the spider-like Decepticon Blackarachnia (formerly Elita-1) shows up and targets Sari's key. She wants the key to get rid of her organic half that she got when she was on an organic planet infested with giant spiders. The spider's venom somehow mutated her Cybertronian systems, making hera freakAfter seeing how Sari's key can heal Autobots, she wants to use it to purge her organic half. However, her body can't survive without her organic half now and as a result of using the key, she nearly kills off all organic matter in the entire city (which includes herself and Sari). Optimus gets the key away from her and Blackarachnia escapes, alone once again.

Megatron creates Soundwave, a toy robot for Isaac to give to Sari for her birthday. Bulkhead is the only one who finds the toy to be a bad thing and discovers the toy is evil. Unknown to Sari, the more she uses her key on Soundwave, the more he will evolve into a bigger robot, which Megatron intends to use as a new body. However, after using the key many times, Soundwave becomes self-aware and assembles all the robots in Detroit to create an army. When the Autobots catch wind of Soundwave's plan, they try to stop him. Most of the Autobots get overwhelmed, but Bulkhead confronts Soundwave in the sewers. Soundwave tries to convince Bulkhead to his logic. Bulkhead tricks Soundwave and smashes him to pieces, but Soundwave survives as a cassette player.

Megatron's two deadliest warriors, the three-faced Triple changer Blitzwing and the strong, obsessively loyal Lugnut arrive on Earth looking for their leader Megatron, and tear up the city of Detroit. Optimus Prime and the Autobots battle the highly destructive Decepticons, only to get beaten back by their seemingly endless arsenal of weapons. Megatron, seeing that Lugnut is the most loyal, manages to make contact Lugnut and orders him to obtain Sari's key. With the key they can locate the Allspark, and with that Megatron will be able to return to power. Optimus decides to use Sari's key to repair their ship so that they can get off the planet and lure the Decepticons away from them. But Sari doesn't want them to go and stubbornly refuses to help them, even to the point of sabotaging their ship. However, the Allspark reveals that if Megatron gets the Allspark, he will destroy everyone and everything in the universe. While Optimus and the Autobots battle Blitzwing and Lugnut, Ratchet and Sari reactive their ship's weapons system and blast the pair into scrap. Starscream suddenly appears and promises to save and repair them, but demands them to serve him only.

Sari is abducted by the Dinobots. Prowl and Bulkhead go to Dinobot Island to investigate, followed by Capt. Fanzone. The trio are attacked by the Dinobots, and discover they all have acid burns on their bodies. Worse, it is the work of Prometheus Black (AKA the acid-shooting Meltdown) who has forced the Dinobots to become his watchdogs, and wants to use Sari as part of his experiments to create a transforming human. His previous experiments having failed, Meltdown thinks that a still-growing human, as opposed to an adult, will have better results, and chooses Sari because he hates Sumdac. Bulkhead is heavily injured by Meltdown, and only Sari's key can save his life. Prowl and Fanzone team up to release the girl, but they have first to fight Meltdown's mutant freaks. They take out Meltdown by wrapping him in a non-corrosive containment suit and, after the Dinobots take out Meltdown's mutants, return to the city, leaving the Dinobots on their island.

Sumdac employee Henry Masterson is fired for creating weapons of war. To take revenge on Sumdac, Masterson uses his exo-suit invention to becomeThe HeadmasterHe eventually succeeds in taking over Bulkhead's body, and fights the Autobots using it and weapons built into the Headmaster unit. He also causes the city's generator-core to overload, threatening to destroy the city. By the time the Autobots defeat Headmaster and knock the Headmaster unit off Bulkhead, the overload is at the point where the only way to stop it is to manually push the containment-grid back into position. However, nobody can survive the conditions inside the core, so it's essentially a suicide mission. At first, Optimus plans to do it himself, but Bulkhead has the idea of creating a new robot to do it. The Autobots create a patchwork robot in time, and Sari animates it with her key. The robot succeeds, and its melted, damaged, inanimate remains are put on display.

Prowl is frustrated by humans plowing snow and the fact that neither Bumblebee nor Sari seem to care. Optimus Prime discovers a non- sentient Cybertronian energy signal and Sari, Prowl, and Bumblebee set off to investigate. Sari attempts to teach Bumblebee the fine rustic art of camping, but he is not the least interested in roughing it. Their semi-peaceful vacation is soon disrupted when they have a run-in with parasitic Space Barnacles, that have apparently taken over the Cybertronian body of their thought-to-have-been deceased enemy Megatron, and end up taking over Prowl and Bumblebee. Sari uses hot water to destroy the space barnacles. Her Autobot friends are rescued, but Prof. Sumdac finds the body and takes it back to his lab to rebuild it.

When Starscream, Blitzwing, and Lugnut begin their attack upon Earth, Optimus Prime demands that Sari hand over her key to the Autobots. She refuses and Rachet uses his magnets to forcefully take it from her. Upset, Sari runs away and is captured by Blackarachnia. Optimus begins to doubt his leadership while Megatron begins his next stage to have his body rebuilt. Lugnut and Blitzwing steal the key from the Autobots. Starscream, when scanning Lugnut, learns at last that Megatron is really alive. After thinking a little, he decides to join up with his former leader until the next good opportunity to get rid of Megatron presents itself. Starscream arrives at Sumdac's lab, where Megatron's head is kept, and tries to convince him of his loyalty, not suspecting that Megatron already knows about his treachery. Later, Optimus watches in horror as Megatron rises to the sky, his body having been fully rebuilt by Isaac Sumdac and the Allspark key.

With his new body, Megatron successfully defeats Optimus, Prowl, and Bulkhead, and kills Starscream as punishment for betraying him. After tricking Blackarachnia, Sari joins up with Ratchet and they pick up Prof. Sumdac and the other Autobots at Sumdac Tower, with Megatron, Lugnut, and Blitzwing in hot pursuit. Crashing on Dinobot Island, the factions battle each other, and Optimus disperses the Allspark using Sari's key, seemingly killing Megatron. With the AllSpark out of commission, Sari's key becomes the most powerful Cybertronian artifact in existence. Megatron survives, with Prof. Sumdac as his prisoner.

With Isaac Sumdac missing (he was actually captured by Megatron at the last minute), Sari has a hard time running his business. The Cybertron Elite Guard (consisting of Ultra Magnus, Jazz, and Sentinel Prime) have arrived on Earth to locate the Allspark. It is eventually discovered that the Allspark wasn't destroyed, but dispersed throughout the city, when a shard of its energy causes an assembly line to go out of control. Meanwhile, Megatron has Isaac begin to construct a Space Bridge so that his Decepticons can invade Cybertron. Following the aftermath, Sumdac System's CEO Porter C. Powell reveals to Sari that there are no records of her birth or adoption meaning that Sari can't prove herself to be the daughter of Isaac Sumdac or that she even exists.

With Sari evicted from Sumdac Tower, Porter C. Powell rehires Henry Masterson (akathe Headmaster) to help run Sumdac Systems. Henry then decides to test his Headmaster on one of the new Elite Guard bots. Setting his eye on Sentinel Prime, he fakes a Decepticon sighting and takes over Sentinel's body, forcing Optimus and Sentinel to team up to get Sentinel's body back without Ultra Magnus finding out. Meanwhile, Bumblebee and Bulkhead try to be supportive to Sari.

Unaware of what Megatron is up to, the Elite Guard begin the removal of Optimus Prime and the other Autobots by sending them back to Cybertron to deal with a Decepticon uprising, yet things take a turn for the worse. Blitzwing and Lugnut steal the Tachyon Transmitter from the Elite Guard's ship for Megatron as part of a way to contact other Decepticons. Meanwhile Starscream returns to life on a garbage barge and returns to take his revenge on Megatron. Megatron destroys him again and again… but a fragment of the Allspark in Starscream's head keeping him alive. Then Starscream tries to entrap Megatron with another fragment of the Allspark which he puts on the electric train. But his attempt fails, thanks to Optimus Prime and his team. The episode ends with Starscream's arrest and imprisonment in the Elite Guard spaceship.

During Detroit's garbage crisis, energy from the Allspark creates a Transformer from a pile of junk. This Transformer, named Wreck-Gar by Angry Archer, causes problems for the city. Crossing paths with Ratchet and Sari (who are working to get Ratchet an attitude adjustment) and Lugnut (looking for Wreck-Gar's Allspark fragment), they all find themselves caught by Porter C. Powell's all-consuming micro-bots, made from Sumdac's nano-tech.

After an encounter with a mysterious blue car that outsped him, Bumblebee competes in Master Disaster's underground racing tournament which ends up getting Blitzwing involved when another Allspark fragment is detected.

After energy from Allspark fragments turns two construction vehicles into Transformers named Scrapper and Mixmaster, Bulkhead befriends them. However, the Decepticons turn the tables on the Autobot's new friends as they want the Constructicons to steal supplies for Megatron's space bridge.

Prowl goes off on his own to capture the fugitive Starscream after the latter escapes from the Elite Guard custody. Alighting on the Moon, Prowl discovers the gaol-breaker and handcuffs him. But he has also a competition; the famed bounty hunter Lockdown. While two toughhuntersfight each other, their quarry succeeds in running away again. Deciding the only way to take him down is teaming up, Prowl gets caught up with Lockdown's upgrades and intentions. Then Prowl and Lockdown set off back to Earth in pursuit of Starscream. But there they get into a true SNAFU. Unexpectedly, they succeed in capturing two Starscreams at once... Who of them is the genuine one?

Under the orders of a mysterious benefactor, Angry Archer, Nanosec, Professor Princess, and a new villainess called Slo-Mo band together to defeat the Autobots. The Autobots soon discover that the S.U.V.'s mysterious benefactor is the Decepticon arms dealer Swindle. He promises to reward the Villains handsomely if they gain some technical devices for him. Then he is using these devices to create a weapon which can make any machine motionless (including the Autobots) and tries toflogit to Megatron. But while he bargains with the Decepticon leader, the Villains, being left rewardless, help Sari to revive Bumblebee and the other Autobots. Bumblebee succeeds inlockingSwindle in his vehicle mode and in handing him (together with the Villains, indeed) over to justice.

After a mysterious convict escapes Autobot custody, Ultra Magnus contacts the earth-bound Autobots so they can identify him in case he shows up on Earth. Bumblebee recognizes the convict as Wasp, a Bot he ran into back when he was in boot camp and whom he put away in jail in the first place as a traitor. He and Bulkhead then go on, as Bulkhead puts it, a wild grease chase to find Megatron's base and nail Wasp at the same time after intercepting a message between Megatron and the mysterious double agent on Cybertron, who is revealed to be the Decepticon Shockwave, posing as an Autobot named Longarm, who helped Bumblebee frame Wasp.

Blackarachnia has recovered after trying to get the Allspark, and has seduced Grimlock and his team to free Meltdown so he can use his intelligence in the field of genetic modification to purge her organic spider half. Meltdown, however, needs a certain genetic modifier to complete this task, so Blackarachnia blackmails Optimus and Grimlock into getting it by attacking Bumblebee and Prowl and infecting them with her venom. Whether Optimus and Grimlock can work together isn't the only problem, for Meltdown may not be purging the half that Blackarachnia thinks.

While Prowl and Sari practice agility skills, Bulkhead comes wandering in to inquire about the source of a dripping sound that is annoying him. He soon tracks the sound to Bumblebee, who is leaking oil, and Rachet ends up having to use his magnets to free from Bulkhead. Optimus, Prowl, and Sari come in and Prime informs them that Scrapper and Mixmaster have surfaced again. The Autobots take off to find them, leaving a very upset Sari, who gets into all sorts of trouble, behind. While searching for the Constructicons, Bumblebee almost destroys some machinery which he mistook for them. Meanwhile the objects of their search follow Bumblebee's oil trail back to the plant and Sari. Blitzwing, who had been sent to find the Constructicons, finds the Autobots and engages them. In the end, Blitwing is called off by Megatron and the Autobots return to the plant to find that Sari had chased Scrapper and Mixmaster away with the plant's machinery.

Megatron captures Bulkhead in his plan to take over Cybertron after Shockwave mentions that he's a top space bridge engineer. With the threat of using the confiscated Headmaster unit on him and Constructicon assistance, Bulkhead is forced to help. The Autobots plan a rescue party and discover that the Blue Racecar fromVelocityis actually an Autobot Elite Guard called Blurr. The Autobots face off against Megatron and the Decepticons to save two worlds from total annihilation-Earth and Cybertron. However, Starscream and his clones attack Megatron's hideout. In the climax of the battle, the Autobot Ship takes on a robot form called Omega Supreme, after which a shocked and scared Sari is revealed to have robotic/cybernetic components underneath her pale brown skin.

Around the galaxy, Decepticons are battling the thin-spread Autobots' Space Bridges to join in Megatron's planned invasion from the previous season. Meanwhile, as Sari and Professor Sumdac deal with the fallout of her shocking discovery, the Autobots try to contact Cybertron to warn them of the traitor Longarm in their midst. Meanwhile, Megatron and Starscream inadvertently stumbles upon Omega Supreme's offline body, who they soon decide to use to conquer Cybertron, where an increasingly desperate Longarm/Shockwave tries to cover his tracks. Blurr escapes his confinement with the Starscream clones Thundercracker and Skywarp, and races back to Cybertron, only to be crushed by Shockwave. While trying to recover spare parts from Megatron's Space Bridge with Bulkhead, Bumblebee is TransWarped to a far-flung region of space, and is consumed a by a rock-like alien, who transwarps back to Earth as well. When the Autobots go to save Bumblebee, Sari uses her Key to upgrade herself to help the Autobots, but soon she loses control of her body. She goes on a rampage and as Bumblebee tries to stop her, Sari accidentally stabs him in his chest-plate. Finally, Ratchet uses his EMP generator to knock her out. Bumblebee is rescued and Sari is left with a teenage body (16 years old), instead of a child body. Megatron arrives on Earth, but he and Starscream are soon sent on an endless Transwarp cycle inside Omega Supreme across the galaxy by the Autobots.

Bulkhead and Isaac Sumdac try to rebuild the Space Bridge that Megatron had built. When Bulkhead convinces the Constructicons to help out, a combination of a forklift, a Headmaster unit and an Allspark fragment gives birth to Dirt Boss. Meanwhile, the others track down any remaining Decepticons and run into Lugnut. Dirt Boss, having the ability to control other bots due to a mind-control drill, uses it to make Bulkhead go on a rampage. Optimus and the others come to help, leaving Lugnut alone. The end result is the Constructicons being transwarped to Dinobot Island, and Lugnut being freed and befriended by Ramjet – the Liar Starscream clone.

A crazed Wasp finds his way to Earth to exact his revenge on Bumblebee, but the Elite Guard follows him. When Wasp swaps places with Bumblebee, Bumblebee must try to convince the Autobots and the Elite Guard who he is. At the same time, Optimus Prime tries to convince Sentinel that Longarm Prime is actually the Decepticon Shockwave. In the end, Wasp escapes and Shockwave savagely attacks Ultra Magnus after his identity is revealed.

Sentinel Prime has incredible success capturing fugitive Decepticons Sunstorm, Blitzwing, Swindle (who is still frozen in vehicle form), and Lugnut. This leads Prowl to suspect he's getting help. As he flashes back to his training under Yoketron, Prowl discovers that Lockdown is helping Sentinel for a price. Prowl ultimately defeats Lockdown, avenging Yoketron's death and regaining Yoketron's helmet as well as his upgrade armor in the process, but the bounty hunter escapes.

The Autobots and the Elite Guard pursue Wasp, each with their own agenda. However, Blackarachnia has Swoop capture Wasp in her latest attempt to get rid of her organic half. Jetfire and Jetstorm attack the Dinobots so Sentinel can get in, learning of Elita's fate while Wasp emerges as Waspinator. Optimus and Bumblebee arrive as Waspinator realises Blackarachnia used him and attacks her, the transwarp energy inside him going critical. Though the Primes refuse to let her go again, Blackarachnia sacrifices herself by covering herself and Waspinator in a web cocoon so the blast can affect only them while the ensuing explosion takes out a chunk of Dinobot Island. As Sentinel and Optimus finally move on as Sentinel's group returns to Cybertron to deal with the chaos there, Blackarachnia and Waspinator end up in the jungle. Waspinator tries to pull himself back together, while Blackarachnia finds herself surrounded by a group of animals paying homage to the beast forms of the core group of Maximals from Beast Wars.

Porter C. Powell is selling Soundwave action figures on Christmas, and this has Optimus feeling a little uneasy. All seems well though until the Autobots wake up the next morning and discover that they have been turned into humans, and with the Autobots out of the way the Decepticons move in with a full scale invasion. All hope seems lost but when the Autobots are able to fight back with unrealistic power, the group discovers they are trapped inside a virtual reality by Soundwave, and now are faced with the challenge of escaping it.

With Soundwave having trapped the Autobots in a virtual reality, Sari must free them before Soundwave completely turns them into Decepticons. She ends up gaining unlikely allies in Snarl, Scrapper, and Wreck-Gar, whom she dubs theSubstitute AutobotsThe group defeats the Autobots, freeing them from Soundwave's control, and Optimus destroys Soundwave's body; with Laserbeak soon afterwards flying off with Soundwave's core.

The Space Bridge on Earth is finished, whilst the Elite Guard ship holding most of the Decepticon prisoners heads straight into an ominous space storm. The space storm reactivates Swindle, who frees the Decepticon prisoners, allowing them to take over the ship. Optimus Prime receives a distress call from Sentinel Prime and uses the Space Bridge to transwarp to the ship, where he helps fight back against the Decepticons. Swindle and Lugnut escape the ship, while Blitzwing and the Starscream Clones are taken to Cybertron as prisoners; however, Lugnut finds Megatron and Starscream, and joins them inside Omega Supreme.

Ratchet activates Bulkhead's Space Bridge, which ends up sucking Captain Fanzone into it with Ratchet following him. They both end up on Cybertron around the time Sentinel Prime has declared a lockdown. Omega Supreme has arrived on Cybertron with Megatron, Starscream's head, and Lugnut. Thus, Shockwave (still possessing Ultra Magnus' mighty sledgehammer) attempts to get Omega Supreme's access codes from Arcee herself instead of Ratchet to reprogram Omega Supreme. In the end, Ratchet steals Ultra Magnus' hammer back, Jazz joins Optimus Prime's team, and Arcee is shown to have at least some of her memory back.

The Autobots discover Omega Supreme's energy signal on the Moon. Rachet insists on going there right away to save him, but Prime refuses, knowing that they are too weak to fight Megatron. Ratchet, Sari and Professor Sumdac build flight boosters for Optimus to even the chances. Prowl tries to put the AllSpark back together, using processor over matter. Meanwhile, Shockwave finally gets Arcee's codes and uses it on protoforms (stolen by Starscream, to make his clones) to duplicate Omega Supreme. Finally, Omega Supreme's clones fly from the moon to invade the Earth. The episode also shows some of Optimus Prime's memory flashes about being expelled from the Elite Guard and meeting his fellow teammates.

The three Lugnut Supremes touch down on Earth and launch a full scale assault on Detroit. While Optimus Prime and Prowl fight the Lugnut Supremes and take one down, Ratchet, Bulkhead, Bumblebee, and Sari head to the moon to rescue Arcee and reactivate Omega Supreme. Starscream then takes over the remaining two Supreme clones and initiates their self-destruction. Prowl begins to gather the AllSpark fragments to block the explosion, including the one in Starscream's forehead, which takes him offline for good. Failing to gather enough fragments, Prowl ultimately sacrifices his own Spark and makes an AllSpark force-field that surrounds the last self-destructing Starscream Supreme. Megatron attacks one last time, but is defeated and arrested by Optimus. The Autobots have won, captured Megatron, Shockwave, and Lugnut, and returned to Cybertron with Prowl's lifeless body and several rescued protoforms that Master Yoketron had tragically died protecting.

In Jasper, Nevada, three young humans - Jack Darby, Miko Nakadai and Rafael Esquivel - are accidentally caught in the crossfire in a fight between giant, mechanical aliens that transform into ordinary vehicles. The three kids are taken to the base of the Autobots, where the Autobot leader Optimus Prime explains that he and his team are a race of autonomous robotic organisms from the far-off planet Cybertron, and they are fighting over their life-source, Energon, with the Decepticons, with whom they once had a war.

The Decepticon leader Megatron returns from a three-year exile with a plan to exploit the properties of a mysterious substance calledDark Energon, which has the ability to turn the bodies of dead Transformers into zombies. The Autobots storm an Energon mine in search of their lost comrade Cliffjumper, only to discover that his dead body has been revived as a ravenous zombie by Dark Energon.

Optimus Prime and Ratchet head out to investigate Megatron's activities while Arcee and Bumblebee go on patrol, leaving Bulkhead with Jack, Miko and Rafael at the base. Meanwhile, Soundwave kidnaps the Autobot-allied human Agent William Fowler, with Starscream wishing to learn the location of the Autobot base.

Bulkhead, Arcee and Bumblebee sneak on to the Decepticon warship, the Nemesis, to rescue Agent Fowler, while Optimus Prime and Ratchet fight off Megatron and a horde of Dark Energon zombies.

With the Decepticons completing their Space Bridge to Cybertron, Optimus Prime and the Autobots race to stop Megatron from opening the Bridge and bringing forth a vast army of Dark Energon zombies from the Transformers' dead home planet.

Following Megatron's supposed death, Starscream appoints himself as the new Decepticon leader. However, to his annoyance, he finds that the troops don't respect him as much as they did Megatron and are weary towards him becoming leader. In order to gain their respect, Starscream awakens Skyquake, a legendary Decepticon warrior who was entombed in stasis on Earth for centuries, and attempts to recruit him into his new army. Meanwhile, Ratchet agrees to help Jack, Miko and Rafael with their school science projects, with explosive results.

While on a scouting mission in the Arctic, Bulkhead and Bumblebee find a crashed space pod buried in the ice. They bring it back to base for examination, and Optimus Prime and Arcee venture out into the Arctic to find clues on the pod's origin. While they are out, the other Autobots discover that the pod contains a large swarm of Scraplets, a vicious and highly dangerous form of Cybertronian wildlife that eats metal. The Scraplets infest the Autobot base, devouring any metal in sight and damaging the Ground Bridge, leaving Optimus and Arcee stranded in the Arctic.

The Autobots receive a message from Wheeljack, an old friend of Bulkhead's from the days of the war, who is visiting Earth while journeying across the galaxy. Upon picking up the message's signal, Starscream and Soundwave capture Wheeljack before he can meet the Autobots, and they send in Makeshift, a Decepticon spy able to take on any form, disguised as Wheeljack to discover the location of the Autobot base.

Agent Fowler asks for the Autobots' assistance in transporting a powerful nuclear device to a military base, but since sending such a device through the Ground Bridge could be potentially dangerous, they have to travel by road. Along the way, the Autobots are ambushed by M.E.C.H., a terrorist organization who wish to steal the nuclear device and use it for their own nefarious purposes.

The Autobots discover that an Energon Harvester, an ancient and powerful device from Cybertron's distant past, is on display in a museum, and they attempt to retrieve it with Jack, Miko and Rafael's aid before it falls into the wrong hands. Starscream also learns of the Harvester's whereabouts, and he sends Soundwave, along with new Decepticons Knock Out and Breakdown, to obtain it.

In an attempt to get even with school bully Vince, as well as impress his crush Sierra, Jack convinces Bumblebee to help him win an illegal street race. However, things go awry when Knock Out gets involved in the action, kidnapping Vince in the belief that he is Bumblebee's human partner.

Jack accompanies Arcee on a routine scouting mission in a forest, where they discover a crashed space ship in a clearing. They soon discover that the owner of the ship, the deadly and ruthless Decepticon Airachnid, is still prowling the forest in search of a human to hunt, putting Jack in danger.

While exploring the wreckage of a crashed Autobot spaceship in a desert, Optimus Prime becomes infected with Cybonic Plague, a deadly virus that leaves him in a critical condition. Arcee and Bumblebee sneak on to the Nemesis in order to find a cure for the virus. Following Ratchet's advice, Arcee hooks Bumblebee to Megatron's machinery and sends him into Megatron's subconscious, where Megatron's knowledge of the cure is located. Arcee immediately unplugs Bumblebee from the machinery as soon as the formula is captured.

Megatron's subconscious is mistakenly downloaded into Bumblebee's head. Megatron manipulates Bumblebee's mind in a plan to return to his original body and reclaim Decepticon leadership. Meanwhile, Starscream steals the lens from a powerful space telescope and attempts to use it to melt through Arctic ice to gain access to an underground Energon deposit. Megatron makes swift work of Starscream after learning of his treachery.

Starscream attempts to use a shard of Dark Energon to revive the dead body of Skyquake, but his plan is impeded by the Autobots. The Autobots request a Ground Bridge transport at the same time with Starscream. Hence, the two Ground Bridges appear at once, causing a malfunction that leaves Jack, Miko and Rafael in a parallel dimension, along with the revived but zombified body of Skyquake. Miko is still able to communicate Bulkhead through cell phone texting, and Ratchet is able to bring them back after engineering a Ground Bridge designed to connect the other dimension.

During a fight with Bulkhead in an abandoned town, Breakdown is captured by M.E.C.H., who wish to dismantle him and research his inner workings for a project they refer to as Project; Chimera Optimus Prime and Starscream lead separate rescue missions to save Breakdown.

Airachnid teams up with M.E.C.H. in a plot to kidnap Jack's mother, June, intending to use her as bait to lure Jack and Arcee to M.E.C.H.'s hideout, so Arcee can be captured and used in M.E.C.H.'s experiments.

Bulkhead and Arcee, with Miko tagging along, are sent on a reconnaissance mission to investigate a bizarre energy signal. They discover that the signal is coming from a Polarity Gauntlet, a weapon that manipulates magnetic fields, however, they soon come into conflict with Breakdown and Airachnid, who both want the Gauntlet for themselves.

Bulkhead, Arcee, Jack and Miko investigate an old Decepticon Energon mine that was supposedly stripped clean. Megatron and Starscream arrive shortly after, with Megatron accusing Starscream of hoarding Energon, and revealing that he knows about Starscream's other treacherous acts. Megatron is about to kill his devious second-in-command when he notices Jack and Arcee, and immediately opens fire on them. This accidentally causes a massive cave-in, leaving everyone trapped inside the mine with no way out.

Megatron sends Starscream and Airachnid to the site of a crashed Decepticon ship to recover The Immobilizer, a powerful weapon with the ability to freeze Transformers in their tracks. But after the Autobots discover Starscream bound up in Airachnid's web, they are surprised when Starscream states that he wishes to join them...

Miko rushes out onto the battlefield during a fight between the Autobots and the Decepticons, who are fighting over a Data Cylinder, a device containing knowledge of Cybertronian society. As Miko attempts to push the Cylinder into an open Ground Bridge, she accidentally activates it, which downloads all of its information - in this case the formula for a Synthetic Energon - into Bulkhead's brain. Soon, Bulkhead begins to rhyme off the complicated formula, painting the equation on the walls, and Miko becomes scared when her friend's personality and memories begin to slip away.

Ratchet tests the Synthetic Energon formula obtained by Bulkhead on the Data Cylinder on engines. Feeling the desire to take a more active role in the missions, he injects himself with the formula. At first the results are positive, with the formula greatly increasing Ratchet's strength, speed and agility. But before long, the formula starts to have negative effects on his personality.

Optimus Prime recites a passage from the Covenant of Primus, detailing a doomsday prophecy connected to Earth and involving Megatron. After Megatron attacks Rafael and Bumblebee, leaving Rafael unconscious and severely injured, Optimus realizes that he can't end the Autobot-Decepticon conflict diplomatically, and decides to confront Megatron and destroy him once and for all.

Unicron the Chaos-Bringer, an ancient and malevolent being, awakens from the center of the Earth after millennia of stasis, causing an epidemic of natural disasters across the globe, and sending Dark Energon erupting from volcanoes. Optimus explains the history of Unicron and his battle with Primus, deducing that Unicron is actually the Earth's core, while Megatron attempts to pledge his allegiance to the Chaos-Bringer.

After assisting the Autobots in a fight against an army of Unicron's stone avatars, Megatron forms an uneasy alliance with his enemies to defeat Unicron and save the Earth from destruction. The Autobots and Megatron then travel to the Earth's core, planning to send Unicron back into stasis using the Matrix of Leadership.

While Ratchet tells Jack and the other humans about Optimus Prime's history on Cybertron, the battle begins at the Earth's core, with Megatron and the Autobots battling against Unicron's bat-like anti-bodies to reach the Chaos-Bringer's spark chamber.

Optimus Prime loses all memory of being a Prime after using the Matrix of Leadership to send Unicron back into stasis. Megatron takes advantage of this and takesOrionon to the Nemesis, convincing him the Decepticons are good and the Autobots are evil. Back at base, the other Autobots are distraught at this turn of events, and upon discovering that Jack has the Key to Vector Sigma (an ancient super-computer containing infinite knowledge), they devise a plan to get their leader back.

With the help of information from Starscream, the Autobots commandeer the Decepticons' space bridge to send Jack and Arcee to the Transformers' home world of Cybertron, with a plan to use the information stored in Vector Sigma to restore Optimus' memories. Meanwhile, after a run-in with Starscream (whom Megatron claimed was dead), Orion wonders if Megatron is telling him the whole truth.

On Cybertron, while searching for Vector Sigma, Jack and Arcee are attacked by an Insecticon and a swarm of Scraplets. On the Nemesis, Orion becomes ever more curious about who he really is, so he begins to rebel against Megatron and uncover the elaborate lies put in front of him.

The hunt begins for ancient Cybertronain relics hidden on Earth. While investigating an energy signature that may lead to a relic, Bumblebee is ambushed by M.E.C.H., who knocks him out and steal his T-cog (the device that enables Transformers to scan alternate modes and transform). Left unable to transform into vehicle mode, Bumblebee has no choice but to stay at base. Starscream approaches Silas (the leader of M.E.C.H.) and offers advice and knowledge on Cybertronian anatomy.

Still feeling guilty about failing to repair Bumblebee's voice box during the war, Ratchet offers to give Bumblebee his own T-cog via transplant. While Optimus, Bulkhead and Arcee are out retrieving another Iacon relic, the Forge of Solus Prime, Agent Fowler calls the base with news about newly discovered coordinates of a M.E.C.H. hideout. Seeing an opportunity, Bumblebee storms the hideout to get his T-cog back.

Wheeljack returns to Earth in pursuit of the Decepticon Dreadwing, who is responsible for the death of the Wrecker Seaspray, and asks for Team Prime's help in apprehending him. While Bulkhead is excited about seeing his best friend again, Optimus Prime soon becomes annoyed with Wheeljack's recklessness, aggression, and disregard for civilians during their search for Dreadwing.

Megatron sends Breakdown, Airachnid and Dreadwing in search of energon in a forest, with Airachnid unaware that Breakdown and Dreadwing have actually been ordered to terminate her for treason. She catches on to the plan and flees, killing Breakdown in the process, and upon encountering a lone Insecticon, she uses her abilities to control it, and challenges Megatron to a fight to the death.

M.E.C.H. produces a clone of Optimus Prime (which Miko off-handedly names Nemesis Prime) and sets it loose on a military base, where it wreaks havoc. The United States Military immediately blames the real Optimus for the chaos, and order the Autobots be shot on sight. While Agent Fowler tries to convince his superiors that Optimus did not attack the base, Team Prime tries to track down Nemesis Prime and clear their names.

Agent Fowler is forced to explain recent events to his superior, General Bryce. Threatened with a military tribunal and Team Prime's termination, Fowler tries to convince Bryce that the Autobots are still on the military's side, but Bryce believes that Optimus went rogue and has perished, failing to fully understand that Nemesis Prime was not the real Optimus.

Bulkhead accidentally becomes trapped on board the Nemesis while on a scouting mission, and tries to escape without being discovered. Meanwhile, Starscream and Airachnid send their newly-gained armies (Starscream's being five clones of himself, and Airachnid's being a hive of Insecticons) to the Nemesis, both intending to kill Megatron.

The Nemesis has crashed on a mountainside and its engines are badly damaged. Megatron attempts to restart the engines with dark energon, which works, but has an unexpected side effect; the ship develops a mind of its own and rebels against its own crew. With the ship flying out of control and both the Autobots and Decepticons frozen in stasis, Jack, Miko, Rafael, and Agent Fowler are left as the only ones who can stop its rampage.

Having discovered the locations of four Iacon relics hidden across the globe, Team Prime splits up into small groups and head to each location simultaneously to retrieve them. Arcee, Bumblebee, Jack and Miko travel to New York City to find the first relic, a Phase Shifter (a device that enables its user to walk through solid objects), which is buried deep in the city's underground subway tunnels. During their search, Arcee and Bumblebee are attacked by Knock Out and an Insecticon, while Jack and Miko run into a maintenance worker and try to prevent him seeing the Transformers.

Optimus Prime is in Antarctica on the hunt for the second Iacon relic, the Apex Armor, a full-body suit of indestructible armor that expands from a small disc. However, he comes into conflict with both Dreadwing and Starscream during his search, and he is forced to form an uneasy alliance with Dreadwing when Starscream dons the Armor and threatens them both.

Ratchet reluctantly calls upon Wheeljack for back-up in his mission to retrieve the third Iacon relic, a sonic weapon called the Resonance Blaster. On their way to the location, the two Autobots are attacked by Soundwave, but Wheeljack manages to shoot down and disable Soundwave's surveillance drone Laserbeak, which gives Ratchet an idea. While Wheeljack and Soundwave fight over the Resonance Blaster, Ratchet uploads a virus into Laserbeak that will download the Iacon Database into the Autobot base's computers without the Decepticons noticing.

Bulkhead goes to a volcanic island on the Equator to find the fourth and final Iacon relic. But to his horror, he discovers that the relic is a piece of Tox-En, a form of highly toxic Energon that is lethal to Transformers. He tries to dispose of the tox-en by throwing it into a volcano, but it deteriorates his strength, and things are made worse when a group of Insecticons led by Hardshell arrive in search of the relic.

Bulkhead is left in a critical condition and on the verge of death after his fight with the Insecticons and exposure to Tox-En. Distraught about what has happened to their friend, Miko and Wheeljack head out to find Hardshell and get revenge.

Miko becomes frustrated with Bulkhead's slow recovery and storms out of the base. Finding Miko weeping by herself, Arcee tries to cheer her up by telling the story of how she and her last battle partner Cliffjumper first came to Earth. Starscream had captured Arcee and Cliffjumper and took them to be interrogated by the Decepticon scientist Shockwave, and upon escaping they discover Shockwave's plan to build a space bridge to Earth.

During a fight with the Decepticons, Team Prime is unexpectedly aided by Smokescreen, a young and impulsive Autobot. Despite Arcee and Ratchet's distrust in the newcomer, Optimus Prime invites Smokescreen to the base for further training. Meanwhile, Starscream discovers that a meteorite of Red Energon (which grants the consumer enhanced speed) has crashed on Earth, and sets out to claim it for himself.

M.E.C.H. scientists implant the dying Silas into a battle armor and life-support system made from Breakdown's dead body. Silas kills the scientists and approaches Megatron, asking for a position in the Decepticon ranks and offering to aid their cause with Project; Damocles, a sattellite-based laser weapon system of his own invention.

Optimus Prime gives Jack the task of helping Smokescreen learn about human society and adapt to living on Earth. The Decepticons detect another Iacon relic, the legendary Star Saber, and Megatron sends out a set of decoy coordinates to distract the Autobots, so he can claim the Star Saber for himself.

Optimus Prime discovers that the Star Saber is embedded with a message from his former mentor Alpha Trion. In this message, Alpha Trion explains about four Iacon relics called the Omega Keys, which when brought together are able to make Cybertron inhabitable again. Meanwhile, Megatron opens the tomb of a deceased Prime on Cybertron, taking an arm and having it attached to him so he can use the Forge of Solus Prime to build a weapon strong enough to counter the Star Saber.

Team Prime continue to collect the Omega Keys, but the Decepticons (who are unaware of what the keys can do, but are curious about Team Prime's determination to have them) out-smart them at every turn. After Smokescreen storms out of the base, blaming himself for the team's failure to obtain the keys, the decoded coordinates of the final key reveal it is inside Smokescreen's body. The Autobots head out to find him, but he is captured by Soundwave and Laserbeak.

Smokescreen is held captive and interrogated on board the Nemesis, and Knock Out uses the Phase Shifter to remove the fourth Omega Key. Breaking free from his restraints by stealing the Phase Shifter, Smokescreen sets about retrieving all the other Omega Keys on the ship. Starscream uses his red energon to gain hyper-speed and sneak into the Autobot base to find the Omega Keys.

Starscream approaches Megatron with all four Omega Keys, having stolen them from the Autobot base, and proposes a truce to rejoin the Decepticons. Megatron suspects that Starscream is up to something, and orders Knock Out to set up a cortical psychic patch so he can determine his true intentions.

Angered by Megatron's decision to allow Starscream back into the Decepticon ranks, Dreadwing offers the Forge of Solus Prime to the Autobots. As Megatron's forces arrive on Cybertron, Optimus Prime uses the Forge to upgrade the ground bridge into a space bridge. Armed with every Iacon relic they have, the Autobots head to Cybertron to find the Omega Lock, the machine needed to restore Cybertron with the Omega Keys.

Megatron activates the Omega Lock and starts restoring Cybertron, but he then reveals he is also going to use the Lock's power to turn Earth into a mechanical planet, which would kill all of its inhabitants. Optimus Prime destroys the Lock before it can finish its restoration, saving Earth but dooming Cybertron. The Autobots retreat back to Earth, only to find a gigantic fortress has appeared outside their base, and the Decepticons have finally discovered the base's location.

With their base destroyed, the Autobots and their human companions have separated and gone into hiding, while the Decepticons settle into their new fortress, Darkmount, and repel a military assault. Smokescreen finds Optimus Prime, still alive but badly damaged and close to death, in the wreckage of the Autobot base.

As the Autobots try to re-group, Shockwave arrives in Darkmount after years of isolation on Cybertron, and is welcomed back into the Decepticon ranks. Wheeljack escapes from Darkmount and sets off to rendezvous with Bulkhead and Miko, unaware that Starscream has planted a tracking device on him.

After Starscream's armada fails to apprehend Wheeljack, Shockwave introduces Predaking, an enormous reptilian creature created in Shockwave's laboratory and specially bred to hunt down Autobots. Meanwhile, high-ranking Autobot general Ultra Magnus arrives on Earth and sets about reuniting the scattered members of Team Prime.

The Autobots attack Darkmount in an attempt to disable its firepower to allow human military to destroy it. As Optimus prepares to join with the Allspark, Smokescreen uses the Forge to repair him, and makes him a new, more powerful body. Optimus joins the Autobots at Darkmount and, with human support, destroys Darkmount.

The Autobots adjust to new group dynamics within their expanded team and Optimus Prime scans a new vehicle form, but Smokescreen privately starts to regret not becoming a Prime. The Decepticons, having found fossilized Predacon bones on Earth, launch a scheme to clone an army of Predacons through the same method that created Predaking.

Ultra Magnus, Wheeljack, Bulkhead and Miko are in the wilderness of Scotland investigating a Decepticon excavation site for Predacon fossils, but tension builds between the group as Wheeljack acts recklessly and ignores Magnus's commands. On the Nemesis, Starscream is given the task of training Predaking, but he struggles to get the uncooperative beast to follow orders.

While Arcee and Wheeljack are on a mission to gather a Predacon bone, Agent Fowler and June collect another bone in storage at a museum. As they leave, however, Knock Out captures them and holds them hostage in the trunk of his vehicle mode, but soon finds that he is unable to call for a Ground Bridge because the communications systems on the Nemesis are damaged.

Knock Out is researching Ratchet's Synthetic Energon formula, and is using Silas (who is still implanted within Breakdown's corpse) as a test subject. The formula makes Silas extremely aggressive, so Starscream suggests injecting him with Dark Energon to make him easier to control. However, the mixture of the two Energons turns Silas into a mindless zombie craving fresh Energon, and he wanders the ship infecting any crew member he encounters by draining their Energon.

The Predacon army is almost fully grown and ready for deployment, but Predaking suddenly surprises everyone by revealing he is able to transform and is more intelligent than first thought. Despite Predaking pledging his loyalty, Megatron still worries that he will eventually lead the Predacons to rebel against the Decepticons, so he plans to terminate Project; Predacon by leading the Autobots to the laboratory and having them unwittingly destroy the clones for them.

Having discovered that the combination of Predacon CNA and Synthetic Energon creates raw cyber-matter (the substance Cybertron is made of), the Decepticons plan to repair the Omega Lock, restore Cybertron and cyberform Earth through this process. While gathering equipment for the project, Soundwave is captured by the Autobots, who take him to their base and try to interrogate him about Megatron's plans, but he deletes all of his information and shuts himself down. Laserbeak eventually finds the base and re-activates Soundwave, who proceeds to capture Ratchet.

The Decepticons hold Ratchet captive, and Megatron attempts to persuade him to help complete the synthetic energon formula and restore Cybertron. Rafael and Wheeljack build a flying drone and attach Laserbeak's transponder (which Smokescreen shot off) to it, in the hope that Laserbeak's navigation systems will lead the Autobots to Ratchet so they can rescue him.

Ratchet reluctantly agrees to help the Decepticons perfect the synthetic energon formula. But once it is completed, he decides he can't allow the Decepticons to have it or finish building their new Omega Lock, so he sabotages the project and tries to escape from the ship. The Autobots launch their drone and Optimus Prime follows it, but along the way he is confronted by Starscream and his armada.

The Autobots storm the Nemesis and try to reach the Omega Lock before the Decepticons can activate it and cyberform Earth. Optimus Prime and Megatron face off in a final showdown, while the other Autobots fight off the Decepticon army and race to secure the lock.

Not long after Megatron's demise and the restoration of Cybertron, the Autobots celebrate as Optimus Prime promotes Bumblebee to warrior class. The festivities end, however, when Optimus sets out on a journey to find the AllSpark, the source of new life on Cybertron, and takes Wheeljack with him to find it so that new Transformers can come into being. Ultra Magnus is left in charge in Prime's absence to hunt down the missing Shockwave and Starscream with the other Autobots. Meanwhile, on Earth, at the bottom of the ocean, Megatron's consciousness is reawakened by Unicron, who seeks to destroy his arch-enemy Primus, the very core of Cybertron, and requires Megatron's body to do so. Unicron reformats Megatron's lifeless husk into a perfected body with new upgrades before heading to Cybertron. In the meantime, Ultra Magnus and Smokescreen continue to search for the fugitive Decepticons in the Sea of Rust, but are soon attacked by the Predacons Skylynx and Darksteel. After a brutal fight, Magnus is severely damaged and Smokescreen is barely able to save his life and make it through an emergency space bridge with him. The damage is so critical that the Autobots are forced to call in Ratchet from Earth for assistance while the Autobots deduce that the two new Predacons must be creations of Shockwave. Meanwhile, Shockwave and Starscream are revealed to have restarted "Project: Predacon" and plan to create an army with Skylynx and Darksteel being their first creations.

Set on finding answers, Bumblebee leads Smokescreen, Bulkhead and Arcee to track Predaking, who has taken refuge near the grave site of hundreds of ancient Predacon bones, and ask his help in finding his two new brothers. However, Predaking refuses, having not forgiven the Autobots for destroying his brethren on Earth. Bumblebee, after asking the inprisoned Knock Out for any ideas on locating the fugitives, he leads the Autobots to Megatron's old fortress Darkmount located in the Decepticon capital called Kaon to find answers, but they are soon confronted by Unicron in Megatron's body. The Autobots believe Megatron returned before Unicron corrects them. Unicron battles the Autobots, who are outmatched and are forced to the lower levels where Bulkhead, Arcee, and Smokescreen almost fall into a smelting pit. However, time bought by Bumblebee allows the Autobots to escape through a Ground Bridge portal. Unicron, enraged by his failure in his weak form, decides that he needs a greater weapon. Meanwhile, in the Theta Scorpii asteroid belt, Optimus and Wheeljack arrive in Ultra Magnus's ship where the AllSpark - which itself is pure energy stored in a container of Alpha Trion's creation - is adrift. Optimus heads out to find it, but is soon troubled with a plasma storm. Despite Wheeljack's insistence to turn back, Optimus keeps going and eventually retrieves it, though their ship is damaged by an asteroid, and they set course of Cybertron. Meanwhile, the Autobots try to contact Optimus from the former Decepticon flagship Nemesis, but the asteroid damage destroyed their transmitter, making the contact only one way. With Optimus not available and Ultra Magnus wounded in action, Bumblebee assumes temporary leadership of the Autobots.

Elsewhere, Predaking starts investigating and finds the area where the two Predacons fought Magnus and Smokescreen, realizing that the Autobots were telling the truth and begins searching for Skylynx and Darksteel, but is found by Unicron. Megatron within, who seeks to have his body back, deceives Unicron into talking to him, withholding Predaking's betrayal to him. Predaking, believing Unicron to be Megatron, immediately attacks him, but Unicron turns the tables and quickly beats him down before reading his mind and finding the bone yard. Unicron then puts Megatron under eternal suffering for his deception. Meanwhile, Shockwave, Darksteel, Skylynx, and Starscream find the Predacon bone yard, but are soon confronted by Unicron, who they assume is Megatron until he clarifies who he is once more. Darksteel and Skylynx charges at Unicron for conflict, but he easily defeats them. Unicron then uses the power of Dark Energon to resurrect the Predacons into undead Terrorcons. They end up scaring Starscream away before attacking Shockwave, who holds them off before being overpowered. Meanwhile, the Autobots detect Megatron's signal through Unicron, and also detect the Terrorcons, which are headed for the Well of All Sparks, the most direct route to Primus himself.

Bumblebee decides to lead a counterattack with Bulkhead, Smokescreen, and Arcee on the Nemesis, while Ratchet stays back at Kaon with Ultra Magnus. However, Starscream sneaks aboard the ship, and frees Knock Out and the few captive Vehicon troops, and tries to retake the ship, intending to use it to flee Cybertron. As Bulkhead and Arcee kill the Vehicon troops, Starscream is about to neutralize Bumblebee using the Immobilizer, only to be betrayed and ironically, knocked out by Knock Out, who once again tries to join the Autobots and is accepted this time. Meanwhile, Predaking arrives at the bone yard where he finds Skylynx and Darksteel, who reveal the remains of their fallen brethren are resurrected by Unicron. Predaking orders them to help him reclaim the remains, but they refused, resulting in a brawl with Predaking as the winner. Not long after, the brutally mangled and scarred Shockwave arrives and suggests that they help the Autobots instead, who then leaves to parts unknown.

At the Well of All Sparks, Unicron's undead army arrives, but the Nemesis confronts and attacks them, and the Predacons soon join them. After a brief firefight, the Nemesis is shot down just above the Well, which gives an imprisoned Starscream a chance to escape. As Unicron charges their way, the Predacons join the Autobots in an alliance. Predaking, Skylynx and Darksteel attempt to fight off the Terrorcons using their fire-breath, only to be forced into the Well with them. At that point, Optimus and Wheeljack return, but Unicron shoots the ship down, although both survive, with the wounded Wheeljack getting rushed by Bulkhead and Arcee to help him. Optimus briefly engages Unicron, and tries to snap Megatron out of his possession, but to no avail. Unicron eventually gets the upper hand and prepares to kill Optimus. However, Bumblebee uses the Polarity Gauntlet to stop him while Optimus attends to the AllSpark. Bumblebee eventually loses his strength as Unicron overpowers him, before following Optimus and shooting him down. Unicron is about to destroy the Allspark, only to find the container empty when opening it. Realizing too late that it was a trap, Unicron is rendered helpless as his Anti-Spark is pulled into the device, sealing him forever inside it. With the link to Unicron severed, all of the Terrorcons are destroyed, and Megatron regains control of his body. However, as Starscream returns and tries to talk him into re-igniting the war, Megatron reveals that his time under Unicron's control has soured him towards tyranny, and so he no longer wishes to be a Decepticon. When Starscream presses the issue, Megatron angrily disbands the Decepticons altogether, and flies off to start a new life. Starscream then flies back to Darkmount to take control of the Decepticons once again by reviving the cause in his name, only to be confronted by the Predacons, intent on getting revenge for their abuse. His, Darksteel's and Skylynx's fates are revealed in the sequel series, Transformers: Robots in Disguise (2015 TV series).

In the aftermath, Optimus reveals to the Autobots that he emptied the AllSpark into the Matrix within him, but can no longer be separated from either, requiring him to sacrifice himself to completely restore Cybertron. The Autobots try to dissuade him, but Optimus states that the Matrix cannot be restored again, and that the age of Primes is over, but recognizes each Autobot - even Knock Out - as a Prime in their own right before taking off into the core as the Autobots watch. As Optimus plunges into Primus, millions of sparks of all the deceased and unborn Transformers emerge from the Well, including Prime's own spark. The film's final moments mirror Optimus' last words, as he states that his sacrifice will mark a new beginning rather than the end to anything - "simply put, another transformation".

While helping Strongarm to apprehend Sideswipe, Bumblebee gets a vision of Optimus Prime that draws Bumblebee back to Earth with Strongarm and Sideswipe along for the ride. He finds that the Decepticon prison ship Alchemor has crash-landed on Earth and its Decepticon inmates have escaped. After using a Space Bridge to arrive on Earth, they discover a lone Chompazoid called Underbite. They eventually engage in a brawl with him, but they unwittingly endanger two humans, Denny Clay and his son Russell.

Upon allying with the Mini-Con Fixit and the Decepticon prisoner Grimlock, Bumblebee leads them, Strongarm, and Sideswipe in rounding up the escaped Decepticon prisoners, starting with the car-dinosaur Underbite. Their hunt for Underbite leads to them befriending Denny Clay and his son Russell. All of them must struggle to stop the metal-eating Decepticon, who intends on devouring the nearby Crown City.

While Bumblebee works to get Grimlock to trust them, they must work together when the pirate Sharkticon Hammerstrike has been targeting oil tankers to recreate his home environment. Meanwhile, the others have an encounter with Steeljaw, a charismatic Decepticon who wishes to make Earth the inhabitation of all the Alchemor inmates.

As Russell nervously tries befriending the neighborhood kids playing football, Fixit (who wants to get his first field assignment) gets in way over his head when it comes to catching the combiner Decepticon prisoner Chop Shop, who plans to construct a spaceship to take-off the Earth and wreak havoc.

Bumblebee must learn to lead in his own way as the team struggles to bring in a brutish Decepticon prisoner named Terrashock, whose stasis pod has been discovered by human authorities.

Sideswipe's loyalty to the team comes into question as he and Bumblebee track down a Decepticon crime boss named Thunderhoof, who wishes to complete a Space Bridge to Cybertron

As Denny and Russell work to stave off a greedy memorabilia collector named Larry LaRue, Bumblebee's team chase a collector of their own in the form of a kleptomaniac, avian Decepticon named Filch who has an impulsive urge to hoard all things "shiny."

When Grimlock suddenly starts attacking his teammates, Bumblebee must figure out why the bombastic Dinobot has turned from friend to foe. They discover that the prisoner Minitron, who has been working for Steeljaw to retrieve the stasis cell of Underbite, is behind Grimlock's rampage.

While Strongarm's first "solo" mission in South America to catch the Decepticon prisoner Springload, who is obsessed with finding the mythical, lost city of Doradus to claim its treasure, is marred by an over-protective Bumblebee, Denny and Fixit's rivalry comes to a head

Bumblebee's group welcomes a visiting Autobot veteran named Jazz just in time to fend off the Decepticon fugitive Ped who is bent on monopolizing one of the Bots' most precious commodities, the Energon cubes.

While in pursuit of the rebellious Decepticon anarchist Quillfire, Bumblebee is exposed to one of Quillfire's toxic quills that impacts his maturity leaving the rest of the team to deal with both an escaped fugitive and a hyperactive leader.

When the Autobot bounty hunter Drift, his Mini-Cons Jetstorm and Slipstream, and the Decepticon bounty hunter Fracture, with his Mini-Cons Airazor and Divebomb, land on Earth, Bumblebee discovers that there's a price on his head. Drift and Bumblebee retain a short alliance while they are being targeted by Fracture.

Bumblebee's group works to bring in a group of Skunkticon Thieves led by Malodor. Meanwhile, in the Realm of the Primes, Optimus Prime prepares himself for an evil that will threaten both Earth and Cybertron while being trained by the first Mini-Con Micronus Prime. Debuts: Malodor, Skunkticons, and Micronus.

Bumblebee's group encounter the crab-like Decepticon Clampdown, who inadvertently leads them to Steeljaw, who has Underbite, Thunderhoof, and Fracture on his side. A battle ensues in one of Crown City's landfills, in which Bumblebee faces a near-death experience.

Denny and the Autobots are captured by a murderous, vampire Deception called Nightstrike in the cave system outside Crown City who bring their worst fears to life by his sonic scream. Now, a panic-stricken Russell has to race against time to rescue them.

After Sideswipe is abducted by an insane scientist called Vertebreak, in the Crown City subway, Vertebreak grafts his head into Sideswipe's body, leaving him bodiless. As the other members of Bumblebee's team must find Vertebreak in order to get Sideswipe's head back onto his body, the young Autobot must learn that he can’t always rely on his physical prowess..

Drift returns to Earth in pursuit of a disgruntled, runaway Jetstorm, who left without reason. At the same time, Bumblebee's team faces Springload and Quillfire who have escaped from their stasis cells. Springload's madness for the search of Doradus leads Quillfire to steal a giant experimental tank form a military base, proving a difficult challenge for the team.

Unaware that Grimlock hides a serious injury, Bumblebee and the team make their way to the ocean in pursuit of an escaped aquatic Decepticon named Octopunch, who retreats to a Cybertronian spacecraft to activate its engines and leave Earth

Former gladiator-turned-Decepticon Groundpounder escapes and takes part in a televised fight in the Rumbledome stadium and the Autobots have to depend on Grimlock and his brawn to help defeat him and his devious coach Headlock.

Fixit becomes increasingly buggy. Denny tries to repair him, but it goes horribly wrong, wakes his guard program and converts Fixit into a fully weaponized and lethal prison guard who mistakes the Bee Team for Decepticon fugitives. Armed with an arsenal, he tries to attack the others. Meanwhile, Chop Shop's right arm component makes another attempt to free the rest of Chop Shop and succeeds in causing more troubles for Bumblebee's group.

Steeljaw and his group manage to get into the scrapyard to release their fellow Decepticon prisoners that the Autobots have captured up to now and establish a sonic field around the scrapyard which they cannot evade. Our heroes will have to show cunning to thwart their plan and regain control of the scrapyard.

Grimlock discovers another Dinobot fugitive named Scowl with whom he sympathizes. A restless Grimlock ponders returning to old habits, he helps him flee, but it does not take long to destroy everything and terrorize the humans as Grimlock is unaware that Scowl was a hired muscle of Thunderhoof on Cybertron. Our heroes will have to join forces to stop Scowl. Meanwhile, Denny redecorates a motor home for Russell, but he is afraid that Denny will make it his own way.

Sideswipe meets a new, female and ancient Autobot named Windblade on a mission for Primus after she has defeated a Decepticon she nicknames "Fancyclaws". She agrees to team up with Bumblebee's group to bring in a Decepticon named Zizza, who desires to spread her toxin airport by airport to hypnotize humans and take over the world.

When Bumblebee decides to show his team the beauty of Earth, he takes them to a ghost town called Edmond Ville in the Far West where the shape-shifting Decepticon Pseudo awaits them. As they wander through the town, Bumblebee's group gets into various hijinks and trigger multiple traps. Afterwards, Bumblebee finds his team fighting something that isn't really there and stops them. Pseudo opens various holes in the floor, trapping Bumblebee's group. However, they must capture Pseudo before it is too late.

Bumblebee's team finds themselves in trouble when Strongarm, Windblade and Sideswipe are captured by Steeljaw's pack. In the wake of a coming threat to Earth the Primes decide to send Optimus there despite his training being not yet complete. The Bee Team must prevent Steeljaw's pack from teleporting that same threat onto Earth.

Megatronus, the Fallen, has returned from exile and prepares to send both Earth and Cybertron into oblivion. Bumblebee's team, reunited with newly revived Optimus Prime must use everything they've learned to save both worlds from annihilation.

Optimus is weakened when Micronus suddenly strips him of the power of the Primes. Despite the rest of the Autobots' worry, Optimus insists that he can continue to be of service. A Decepticon shows up in the Arctic Circle, with Optimus, Drift, Windblade, and Sideswipe heading after him while Bumblebee, Strongarm, Fixit, and Grimlock stay behind and are soon ambushed by an ancient Decepticon named Overload, who holds a grudge against Optimus for defeating him several years ago. The Autobots thus have to cope with a global Decepticon threat and a weakened Optimus.

Bumblebee continues to chase after Overload with Grimlock and Strongarm not too far behind, while Optimus and his group continue to pursue Polarclaw and battle against the elements in the Arctic.

While the team tries to apprehend a new Decepticon named Saberhorn, Strongarm and Grimlock try to recreate the teamwork Strongarm and Sideswipe had. Meanwhile, Steeljaw, who survived the disaster with Megatronus back in Battlegrounds, relocates another group of fugitives led by two new Decepticons.

After making a mistake in the field, Strongarm removes herself from active duty just as the team contends with the Decepticon arsonists Crazybolt and Slicedice.

Windblade's concern for Optimus' well being puts the away team at risk as they battle Razorpaw and his Mini-Cons, Swelter and Glacius, who have the ability to manipulate temperature.

Grimlock attempts to make himself smarter by absorbing information from a Cybertronian data cylinder into his processor, but something goes wrong and puts the team at a disadvantage as they battle the Decepticon scientist Simacore and his Mini-Cons Axiom and Theorem.

The team obtain more clues to Decepticon Island as Steeljaw has a clever plan to infiltrate the scrapyard. Bumblebee, Grimlock and Strongarm confront Scorponok and his Mini-Cons Bludgeon and Clout, the leader of the island, as well as Crazybolt and Slicedice.

Once Bumblebee was persuaded to go to a concert on one of his favorite band he is hoping for a relaxed evening outside of the scrapyard. But when Bisk and his Mini-Cons Hammer and Anvil attack the stadium he's expecting action and danger.

While Bumblebee and Strongarm are stuck in an impound lot, Grimlock's search for a better camouflage is running at full speed when Quillfire returns with Mini-Cons Back and Forth.

Fixit's attempt to carry out groundbridge repairs goes wrong when he, to his dismay, accidentally summons Soundwave and Laserbeak to the scrapyard. Meanwhile, Bumblebee is banished and trapped within the Shadowzone.

Slipstream and Jetstorm accidentally expose Drift to danger when attempting to prove that they can work effectively without their teacher, as the Away Team battles Stockade and his troops.

As the two Autobot teams are reunited, Ratchet returns with the Mini-Con Undertone as they find the Decepticon's headquarters and that Steeljaw is leading a Decepticon guerilla army.

As the severely outnumbered Autobots fight to bring Steeljaw's army down, tensions rise between Bumblebee and Optimus, which could jeopardize the mission and put the world at risk..

A visit to an old Autobot base, reveals a new enemy with plans of his own.

An attempt to impress Fixit turns dangerous when Strongarm encounters another member of the Scavengers.

As the Bee Team continues their relic hunt, Grimlock encounters a surprising new ally.

The Scavengers come across the long discarded Dark Star Saber, which Starscream is more than happy to put to his own use.

Optimus Prime returns and leads the Bee Team to rescue Bumblebee, Fixit, Slipstream, and Jetstorm from Starscream and his bounty hunters. The team split up and end up teaming up with the Mini-Con Weaponizers. Unfortunately the Scavengers get in the way of the group"s rescue efforts. Meanwhile, Fixit and Drift's students try to escape and Starscream reveals his revenge plans to Bumblebee.

The Autobots battle to stop Starscream from Power Surge linking with all seven of the Mini-Con Weaponizers and gaining ultimate power.

Overconfidence leaves the Bee Team unprepared when they face a Stunticon that can fire guided missiles on the desert ground above a nuclear waste disposal site.

The harried Autobots' Stunticon enemy proves more formidable and crafty than they anticipated, using his guided missiles to threaten a nuclear waste disposal site. Soundwave also show signs of an imminent return when he sends Stuntwing, a Mini-Con, to steal Bumblebee's Decepticon Hunter.

Grimlock begs to learn new fighting methods from reluctant teacher Drift and puts them into action when the Autobots travel to the Antarctic to battle the Decepticon Crustacion, who has been unfrozen from a melting glacier. Soundwave also sends Trickout, another Mini-Con, to Earth to retrieve the other Decepticon Hunters from Strongarm and Sideswipe.

After his reckless actions cause the Sharkticon scientist Ragebyte to go free, Sideswipe works to capture him in fear of being replaced by the Rescue Bot Blurr.

After taking down a Skunkticon named Zorillor, the Bee Team discovers a mysterious sphere that alters the minds of any Cybertronian in its vicinity, turning the Autobots against one another. Things escalate when Springload gets his hands on it, hoping that the sphere will finally lead him to the mythical city of Doradus.

Bumblebee, trying to prove that he can be as cool as Sideswipe and his intern Blurr, struggles to lead the Autobots against two Stunticons who stole a trailer full of Cybertronian weapons.

A freak combiner accident causes Sideswipe to split into two individuals, causing problems when the Bee Team tries to take in Dragstrip, who has acquired a gravitic adjuster. Meanwhile, thanks to Trickout, Soundwave acquires Sideswipe's Decepticon hunter.

Strongarm flexes her detective muscles to solve a baffling series of Decepticon thefts; she may need to stand up to her teammates in order to bring a couple of perps to justice.

The Bee Team learns about Drift's past when his former mentor Shadow Raker comes to Earth to recover something Drift has taken from him - Slipstream and Jetstorm.

An experiment in combining accidentally causes the Autobots to temporarily swap personalities. Temporarily stuck in the wrong bodies, the team is called on a mission to defeat the Stunticons in a road race.

Strongarm worries that her Academy classmate Nightra may still harbor a grudge, but when a powerful foe comes after her old friend, Strongarm and the Bee Team put their sparks on the line to protect her. Soundwave also swears revenge on Hi-Test, one of his former Activator Mini-Cons, when he failed to acquire Strongarm's Decepticon Hunter.

An ancient Cybertronian signal sends Bumblebee and chivalry-obsessed Fixit to a remote English island for a routine scouting mission that quickly turns into the duo's very own call to adventure.

Grimlock acquires uncontrollable Super Speed, which proves to be a problem when the Autobots have to deal with a revenge-minded Simacore and his army of Mini-Con clones.

A runaway train's fusion engine is up for grabs and the Stunticons are in pursuit, so the Bee Team must do all it can to prevent them from getting the cargo. An additional threat arises as the train could potentially crash into Crown City Train Station. Soundwave also acquires Strongarm's Decepticon Hunter, thanks to another one of his Activator Minicons, Goldgear, inadvertently tipping off Bumblebee and his team.

Bee’s new leadership style is put to the test when Motormaster and the Stunticons go after a Meteorite Deflector Dish; the Bee Team is forced to combine and improvise together to take on Menasor.

Optimus Prime arrives to recruit Drift for a special mission, sparking a competition between Sideswipe and Strongarm over who would be better suited to take Drift’s spot; the Autobots go to the moon to recover a dangerous weapon.

Steeljaw and his pack return and launch an attack on the Scrapyard, forcing the Autobots to abandon their home base; Sideswipe’s fear of abandonment threatens the Bee Team when they face their foes again at the Crown River Dam.

Bumblebee, Sideswipe, and Strongarm are captured by Steeljaw's Decepticons; Fixit works to keep Steeljaw and the 'Cons at bay while the captured Autobots attempt to escape.

The Bee Team struggle to recover a canister with radioactive fuel rods from Steeljaw and his pack, while Grimlock struggles to learn the difference between work and play.

Strongarm struggles with the correct way to treat a prisoner while also helping the Bee team keep Steeljaw and his pack from wreaking havoc at the nuclear power plant. Soundwave contacts Steeljaw and his Pack, ordering that the terms of their freedom, as a reward for the deal they struck with their mysterious 'Benefactors' on Cybertron, and their command would be transferred to him.

Soundwave finally escapes the Shadowzone to set up a Beacon Generator intended to summon Megatron. While the Bee Team engages the notorious Decepticon atop a skyscraper, Optimus Prime takes on Laserbeak in the skies over Crown City. Sideswipe learns a lesson in considering the consequences of his actions. Optimus also makes contact with Hi-Test, the Renegade Activator, who now lives in the Shadowzone with his fellow Activators, free from those who would dare threaten them.

When Underbite eats part of the Autobots' GroundBridge, the Bee Team has to chase the teleporting Decepticon through various locations.

After the Energon seeker Wingcode infects the Autobots with a virus, Bulkhead joins Grimlock in his hunt for the Decepticon.

The Autobots' pursuit of Steeljaw hits an unexpected roadblock when Strongarm's old mentor Detective Dropforge arrives from Cybertron with orders to arrest the Bee Team.

When Optimus returns with old friends and dire warnings of a Cybertronian invasion of Earth, the Autobots must split up to defend their old home and their new one, with the Bee Team returning to Cybertron, while Optimus and his All-Stars stay behind to defend against the invasion's advanced force. Steeljaw also offers assistance, but can he be trusted?

As the Bee Team struggles to liberate Cybertron from the High Council, Optimus and his All-Stars fight back the advance force of an Earth-bound Cybertronian invasion.