This is the planet Mars. It is the fourth planet of the solar system and around half the size of the Earth. The Destrons now plan to destroy it -and do so by sending two powerful bombs towards the opposite sides of the planet.
The bombs hit their targets and explode, setting off a chain reaction that results in the total destruction of Mars.
Or at least, Mars would be destroyed if things go to plan. The Destrons have just been watching a simulation of what they plan to do. Scorponok says they have stored the plasma energy released when Cybertron exploded, and they will use it to destroy Mars. Soundblaster explains to the others that they will set up many plasma energy bombs across Mars, and then they will drop bombs simultaneously at the north and south poles of the planet. The two bombs will set off the others, resulting in Mars' destruction. Scorponok explains that when this happens, it will create a huge amount of energy -energy they will take. Mindwipe is weary of Fortress Maximus stopping them, but Scorponok says he will take care of him.
On Mars, Spike is on a geological survey of the plant, along with the Trainbots, Wheelie and Daniel. Daniel asks his father is Mars could one day become a green planet like the Earth. Spike says it is possible, but it won't happen for many years yet. Suddenly everything shakes for a few seconds, and Shouki takes a look at the readings on his computer. There has been a huge explosion somewhere on the planet, so the Trainbots split up and go and try to find it.
Shouki, Daniel and Wheelie come across a crater with some smoke coming out of it, and stay back. The Terrortron leader Hun-Gurur appears, flying out of the crater, and is then followed by Rippersnapper. Shouki reports the Destron activity to Spike, who then reports it to Fortress and the other Cybertrons on Athenia.
Broadside takes off with Chromedome, Hardhead, Brainstorm and Highbrow inside of him. As they head to Mars, Fortress and Arcee notice that a lot of energy is appearing around planet Zarak. On Zarak, Scorponok's weapon is being charged with large amounts of energy.
Zarak is watching and thinks how that no matter what Fortress Maximus can do, he'll finish him. On Earth, Ultra Magnus has been requested by Fortress to send some troops to Mars, and he has the Techbots sent out. But before they can get anywhere, Dinosaurer appears and attacks them.
Ultra Magnus and Meister watch and decide to get involved in the battle. Scramble City transforms from base to vehicle and rolls out, blasting Dinosaurer repeatedly and making him stumble.
Before the Techbots can leave, Sixshot appears and attacks them. Dinosaurer recovers and starts shooting back at Metroflex, making him back away.
Back on Mars, the Cybertron Headmasters have arrived. Spike tells them that Daniel and Wheelie are with Shouki and are watching Destron movements near a large crater. Chromedome tells the Trainbots to go and find Shouki whilst they deal with the Animatrons.
Outside the crater, Shouki wonders what the Destrons are doing inside, but he is suddenly shot in the back. The Terrortrons have got them surrounded and take the Cybertrons inside the crater, just before the other Trainbots and Spike arrive. Spike says that this was the last position that the others were registered at, but they don't appear to be there now.
Back at the battle the Animatrons merge into Predaking, but the Cybertron Headmasters prove to be too fast for him. He is knocked down when the Autobots all charge into him at the same time. The Cybertron Headmasters then head to regroup with the Trainbots.
Inside the crater, the Terrortrons imprison the captured Cybertrons and say that they might prove to be useful later on. And even if they aren't useful they'll just die anyway when Mars explodes. Most of the Terrortrons then leave and head to a different area to start planting more bombs. However the Cybertrons now know what the Destrons are doing on Mars, and Daniel is most concerned. If Mars blows up, the debris from it could collide with the Earth and destroy it.
On Jaar, Scorponok explains to the Destron Headmasters that they'll have the plasma bombs set up, then lure in Fortress. He then contacts Sixshot and tells him to continue preventing any help reaching Mars from Earth.
On Earth, even Computicon is struggling against Sixshot. Metroflex is doing better with his opponent, and defeats him by throwing him into the side of a mountain. But Sixshot starts shooting at him, and can move so fast that he avoids all of Metroflex's lasers. Ultra Magnus contacts Fortress and lets him know that he can't get any reinforcements sent to Mars. Fortress doesn't do anything yet, and something seems to be holding him back.
Carly wonders why Fortress isn't going to Mars, but Arcee doesn't know. Carly hopes nothing happens to Daniel or Wheelie. Back on Mars, Daniel remembers that the Cybertron insignia on his exo-suit's chest is an emergency beacon. He whispers to Wheelie to pretend to fight him, and to tear the insignia off and throw it at the bars. The two start to fight, but Sinnertwin and Rippersnapper are bored and decide to just watch who wins.
Wheelie rips off the Cybertron insignia and throws it at the bars, destroying it. Spike receives the signal when it shatters and thanks to this he knows the location of the captured Cybertrons.
The Cybertron Headmasters find out where their friends are being held, and chase of the two Terrortrons whilst freeing Daniel and the others. Daniel explains to Chromedome that the Destrons are planning to obliterate Mars. Chromedome contacts Fortress and tells him of the Destron plot, and Fortress finally decides to go to Mars.
Fortress soon arrives, and finds out that they do not know exactly where the bombs are. Hardhead then sees some Destrons heading their way, and says that they can beat the information out of them. Fortress orders the Trainbots to take Spike, Daniel and Wheelie off the planet. Spike wants to stay and help, but Fortress says the planet could explode at any moment. Daniel asks Fortress to save Mars, as he wants it to become green like Earth. Fortress says he understands. Soon only the Cybertron Headmasters are on the planet, and they head towards the Destrons.
They start to fight, and Chromedome manages to get Weirdwolf in a headlock. Weirdwolf refuses to tell, just as Mindwipe goes in to help Skullcruncher. However, his hypnosis misses the mark and ends up hitting Skullcruncher rather than Hardhead. Skullcruncher ends up revealing that the bombs are in the larger crater a small distance away. Having given away the information, and with Battleship Maximus looming over them, the Destrons run away.
Chromedome and the others enter the crater, but there doesn't seem to be any bombs. Chromedome suddenly gets hit by some kind of beam laser, which causes a large explosion around him. Several cannons appear out of the sides of the crater and start shooting.
The other Cybertrons all get hit, just as the Destrons appear above them. They tell them that they'll make sure the four of them are all dead first, then blow up this planet. Fortress looks in horror as his friends are relentlessly blasted.
He attempts to use the Master Sword, but he cannot -his physical and mental energies are still not balanced. But as he hears the screams of Chromedome and the others as they get shot, it brings his energies into harmony, and he draws out the sword.
Fortress leaps out of Battleship Maximus, ready to transform. But this is what Scorponok had been waiting for -he's seen what is going on and tells Weirdwolf and the others to fire. They fire a powerful bomb at Fortress.
Fortress has still not started the transformation process when the bomb explodes right next to him. Defending himself with the Master Sword, Fortress withstands the explosion as it knocks the Destrons and their missile launcher back.
The blast destroys the cannons inside the crater and the other Cybertrons have to stay down. As the explosion stops, Fortress tumbles back down to the surface -having failed to transform into Fortress Maximus. The plasma energy from the Destron's bomb has cancelled out his and the Master Sword's energy, stopping Fortress from transforming. The Destron's plans to destroy Mars can continue -will the Cybertron Headmasters be able to stop them now?
NOTES
Broadside does his usual vanishing act -apparently he went back to Athenia after dropping off the Cybertron Headmasters, although he is never shown doing so.
Starting from this episode, the intro sequence is different -sometimes some of the Destrons will flash white when they appear. This is due to a promotional tie-in with the Video Challenger gun -read more about it on the TF Wiki for details.