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' Grindor turns into a skateboard while Alexis' Sureshock 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.

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 sparkles 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.

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 the Grand Canyon 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.

Hot Shot and Red Alert are having a disagreement about their battle techniques as 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.

This episode begins with the firing of the Autobots and the Decepticons. The Decepticons are actually battling a simulation of sheer holograms. 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. 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 a 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.

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. She tells them about the three Mini-cons which her people had uncover at one time. They could form a mighty sword named Star Saber that resulted the ruined country as its people fought to gain possession over it. She begs them never to wake these Mini-cons and 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 civilization.

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, 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 4 million years ago.

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 on a remote island 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.

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.

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.

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.

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 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.

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.

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.

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.

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 advice 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.

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 planetCybertron. 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 meantime, 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.

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.

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. On one occasion, Hot-Shot tried to block his blows with the Skyboom Shield, only to end up being outmuscled and pushed away before being rescued. What is more, Tidal Wave transforms himself into a kind of flying machine for Megatron. Megatron and Optimus Prime are fighting in the air.

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.

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.

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 to 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.

At the A-Base, Red Alert informs the rest of the team that he may be able to rebuild Smookescreen, since his spark (heart) still has a pulse. 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. How 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.

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.

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.

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.

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.

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 welcome the two before exposing himself as Unicron. He then explains that he 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.