Quintessa explodes, and as the Autobots flee, a piece of debris hits their ship and destroys it.

The Autobots, Deliberata and Spike (who thankfully managed to get a space suit on) get flung into space. Springer asks if Kup has figured a way out of this, or are they in big trouble? Kup says they are in big trouble, but Rodimus is ok with it -he tells everyone to enjoy the ride!

As the Decepticons head to Chaar, Cyclonus explains to Galvatron that the Autobots and humans have built a space platform, which acts as a first line of defense for Earth. Galvatron is very amused at this, and wants to see it himself. One of the Sweeps thinks that plasma bath fried one of Galvatron's circuits, but Scourge tells him it's not his place to think -where Galvatron leads, all Decepticons must follow. Galvatron orders everyone to go through a warp gate.

As the Autobots continue through space, Ultra Magnus says he's computed their trajectory, and they are due to impact with an object 200,000 km away. He doesn't have enough data about what it is, it could be a ship, or a planet. Rodimus says they'll either be saved or splattered.

Blurr and Wheelie pass by the space platform. Blurr is still complaining about the mission they've been sent on, but then the ship gives out an alert message. Blurr wonders what it is now, but Wheelie thinks the ship is defective.

As Blurr messes around with the computer, Wheelie sees on the screen what's wrong: Galvatron and the Decepticons have arrived. Blurr contacts the space platform, but one of the guys there tells him their sensors have found something has just come out of the warp gate beyond Pluto. If it's hostile, they can't guarantee their safety, so he tells them to make a break for Earth, whilst they try their best to cover them. Galvatron then fires on their ship, damaging it.

The space platform starts firing at the Decepticons, as Galvatron tells the Sweeps to strike a blow for the honor of all Decepticons. The space platform's defenses soon get blown up...

...and the platform itself is then completely destroyed. One of the troopers contacts Earth command, telling them that there is a Decepticon alert, and outpost 1 has been destroyed. Galvatron says they seemed to have missed something.

The something is Blurr and Wheelie's ship, which is trailing smoke. Galvatron decides he wants it, and leads the Decepticons as they chase after it. Blurr has decided to try and lose the Decepticons by flying around Jupiter. Wheelie points out that the Decepticons are following them, but Blurr says that's why they have to move fast. He doesn't want to be doomed, especially at the hands of Galvatron, as he's one mean guy! Their ship continues towards Jupiter.

However, Galvatron fires at it again, doing even more damage this time. The ship goes off course and heads towards Io. Galvatron tells the Sweeps to go after them, and bring him the heads of the Autobots.

At Autobot City on Earth, a warning alarm goes off, as Blaster contacts the Earth Defense Command base on Mars.

Captain Marissa Faireborn answers, and says she is tracking an Autobot shuttle with several Decepticon fighters in pursuit. Blaster tells her that's priority one, and tells her to proceed with all due speed. Marissa blasts off in a ship, and heads to Io.

The Decepticons continue to follow the Autobots, but Wheelie says their tin can is about to crash, so he's going to have to dash. He picks up the transformation cog and ejects. Blurr does the same thing, whilst Galvatron transforms, fires one more blast...

...and destroys the shuttle. Blurr and Wheelie tumble towards the surface of Io, heading towards a some storm cloud. Cyclonus thinks the Autobot's destruction is assured, but Galvatron says that's not enough -he still wants their heads! He fires at them again.

Wheelie fires back at the Decepticons, hitting one Sweep in the head and causing him to plummet. He says his guidance system has been hit, and begs for Galvatron to save him.

Galvatron tells him to please meet his end with dignity -he despises whiners! He then transforms and shoots at the storm cloud itself, causing a gigantic explosion. The Autobots get hit by the resulting energy wave, which sends them flying.

The wave hits the Decepticons, and whilst one Sweep thinks this is torture, Galvatron says this is a symphony of destruction, and an anthem of agony! The storm cloud then erupts, as the Decepticons watch.

The Quintessons are still celebrating their victory, happy that the Autobots and their Matrix of Leadership have been destroyed. They decide a quiet chuckle is the best way to celebrate it, but as they start laughing, they soon stop when they find out that the Autobots have actually survived.

One of them finds out they are heading towards Goo 8739B. Another says they have no choice: they must acquire a sheer might to wipe the Autobots out once and for all. There is only one way to do it: no matter how great the risk, they must form an alliance with the Decepticons.

The Autobots crash land on Goo, where they all get stuck. Kup says it isn't an oil bath, but all things considered, it could be worse. Just then, they see some kind of ship heading towards them.

Silverbolt says he'll go and check it out, and transforms. But as he tries to head up, he finds he can't -Rodimus says it looks like you can move through this stuff, but not off it. They then see that the ship seems to be sweeping up the place, like some sort of janitorial system. They then realize that the ship is going to think that they are trash.

Blurr and Wheelie crash onto Io. Galvatron heads back to the Decepticons, and Cyclonus asks him where the Autobot's heads are. Galvatron punches him and says what does it matter -their destruction is assured. The Decepticons their resume their journey to Chaar.

Back on Goo, the Autobots fire at the garbage ship, but they can't stop it. Springer wonders if he can lift them out of here, and tries to transforms to his helicopter mode.

His movement attracts the garbage ship's attention, which shines a beam onto him before moving in. Springer wonders if there is a chance the ship is trying to help him out of this goop, but as he gets sucked up, it's clear that's not the case -he gets sliced to pieces!

Meanwhile, the Quintessons arrive at Chaar. They says that the Decepticons are hungry, and so will be susceptible to persuasion. They decide to only give them enough energy to make them hungrier still, and land their ship. They get out of their ship and place some energon on the ground, and call out to the Decepticons. They say they come in peace, and offer the Decepticons energon cubes. The Decepticons are hiding underground and hear the Quintessons, and realize they seem to want to make a deal with them. Dead End says what does it matter if he meets his fate now, or when his circuits fail, as he climbs up.

He reveals himself to the Quintessons, and tells them to make his death painless. The Quintessons explain that they have not come to kill them , they have come to offer them a proposition. Dead End says he thinks this is Swindle's department, and Swindle's advice is to see if they can trust them -taste one of the energon cubes.

Dead End tries one and it does him no harm, and soon the other Decepticons come out to get some of the energon. One of the Quintessons says that very soon, the Decepticons will be theirs again.

Back on Goo, the garbage ship targets Rodimus next. Kup tells him to forget everything he ever told him out heroism and just run, but Rodimus picks up some of the goo. The ship sucks him up, but as it does, he manages to place the goo into the ship's fan. This causes the ship to crash into the goo.

Rodimus is fine, as Kup says he's seen a lot of brave Autobots do a lot of brave things in his time, but nothing like that. Deliberata thinks this is impossible -Autobots were never programmed for self-sacrifice! Rodimus asks how would he know, but more importantly, how are they going to get out of this mess?

On Chaar, the Quintessons reveal their proposition: they would be willing to keep them in energon forever, but Motormaster already says it sounds too good to be true. Swindle says it probably is, and asks what they will have to do for the Quintessons. One says that they must take care of a nuisance: destroy the Autobots!

The Decepticons think they've got to be kidding -they'd do that anyway! Onslaught asks how they would attack them on Cybertron, as their defenses are many times stronger than they are -no matter how much energon they are given. One of the Quintessons says they aren't proposing an attack on Cybertron, as another says if they act quickly, they can strike when they least expect it.

Blitzwing thinks they are lying, and want something more. He's sure he's met them before, and says he thinks they've met before, but he can't remember. Dead End asks the Decepticons what have they got to lose, as futility surrounds them here. Motormaster puts it to vote, with almost all of the Decepticons voting to go with the Quintessons. Only Blitzwing votes to stay behind.

The Decepticons board the ship, as one Quintesson says there was virtually no probability of the Decepticons rejecting their offer. Their programs are not nearly as tainted as the Autobot's. As they take off and leave Chaar, Galvatron's group arrive.

Galvatron sees Chaar for the first time and isn't very impressed, as Cyclonus says it's as he warned him -they've fallen upon hard times. Galvatron says he will raise the Decepticons quite literally from their own ashes, but then asks where they actually are. Cyclonus says he poses an interesting question, as they see that Blitzwing is the only Decepticon around. Galvatron greets him and whilst Blitzwing tells him he thought the tales of his survival were wishful thinking, Galvatron tells him he lives, but wants to know where the rest of the Decepticons are.

Blitzwing says they have gone to battle the Autobots, and are lead by ancient creatures that are known as... he thinks, but can't remember their names. Galvatron says who cares -he is the leader of the Decepticons, and no other. He tells the Decepticons they shall slay the usurpers, reunite the Decepticons and raise their empire once more!

Marissa reports to Blaster that several metallic objects were hurled from the storm onto Io. Blaster asks if there is any chance of survivors, but she doesn't want to guess -she wants to know. As she heads towards Io, Blurr and Wheelie have survived, but as they start to get up, it turns out they aren't alone.

On Goo, the Autobots see a building in the distance, and Magnus thinks they can shut the goo off from it. Rodimus wonders what he means by shutting it off, so Kup explains: if they can can turn off the force field that keeps it warm and gooey, it'd get brittle, and they could smash their way out. The group heads towards the building, but then the Quintesson ship arrives.

The Decepticons pour out of it, and open fire on the Autobots. One of the Quintessons tells the others to mark this moment well, as when the Decepticons eliminate the Autobots, they take the first step toward their own destruction as well...

NOTES

-Blitzwing seems to remember the Quintessons, but can't remember the exact details about them. It never gets revealed in the series how he knows them.

-As mentioned in the previous part, the ship the Autobots escape from Quintessa in is Broadside. But this ship gets totally destroyed in this episode! What I imagine happened was the script called for the Autobots to use some generic ship (something like one of the shuttles seen in the movie) but AKOM used Broadside in error. Broadside will appear alive and well in future episodes.

-Speaking of errors, this episode is full of them, but it contains one of the most famous ones:

As the Decepticons approach the Autobots at the end of the episode, one shot shows Shockwave, but he's been colored like Long Haul. Shockwave was supposed to die in the movie, but his death scene was cut. Shockwave never truly appears in the third season, only appearing as animation errors in this episode, the next one and the intro sequence used for the Five Faces of Darkness episodes.