The Trainbots have returned to Athenia, where Arcee tries to contact Fortress. There is no response. On Mars, all of the Cybertron Headmasters have survived, but Fortress no longer has the energy to transform. Inside Battleship Maximus, the Headmasters undergo repairs due to the damage they got in the crater earlier.
With the Cybertrons out of the way, the Destrons are free to continue with they plan of destroying Mars. The Terrortrons continue to set bombs in specified points on the planet. On Athenia, Spike has found out about the plasma energy, which Fortress uses to transform and what was released when planet Cybertron was destroyed. It seems the Destrons have managed to find a way to collect and store plasma energy. Spike finally gets through to Fortress and tells him about the plasma energy. If Mars is destroyed, a lot of plasma energy will be released, which the Destrons will take.
Hun-Gurur reports that bombs at sites X and Y are ready. Scorponok tells him and the others to go to site Z and set things up there. Scorponok thinks that when all of the bombs are ready, he will be able to destroy Mars and Fortress at the same time.
On Battleship Maximus, Fortress says that the destruction of this planet could have effects on the others, so they must try and stop the Destron's plan. Hardhead is looking for possible bomb sites, and then something appears on the radar.
Putting it on a viewscreen, the Cybertrons see Rippersnapper at some structure. With Brainstorm and Highbrow still out of action, only Chromedome and Hardhead can go and find out what's going on. As soon as they leave the ship they are attacked by the Destron Headmasters.
With the Cybertrons outnumbered, Fortress contacts Athenia and asks for the Trainbots to be sent to Mars. They are soon on their way, as Chromedome and Hardhead continue to fight.
As soon as the Trainbots arrive, they transform into Raiden, who easily knocks back the Destron Headmasters. Scorponok contacts them and tells them to pull out. They leave, and whilst Hardhead wants to go after them, Chromedome says that finding the bombs is their top priority.
Fortress contacts Ultra Magnus at Cybertron City on Earth. Fortress needs to know more information about what the Destrons are up to and why the Destron Headmasters retreated so suddenly. Magnus sends Twincast to the Destron base. As Twincast gets near to the base, he sends out Steeljaw and Rewind, who move in closer. They see Dirge and Thrust guarding the entrance.
Steeljaw stays back and fires, keeping Dirge and Thrust distracted, whilst Rewind sneaks in without the Destrons noticing. Rewind hears a conversation between Soundblaster and Sixshot -Soundblaster tells Sixshot that he must come to Jaar immediately.
Rewind leaves the base and tells Twincast what he heard. They head to the Destron Space bridge, and see Sixshot use it. With nobody else around, they also use it without being seen.
Sixshot arrives at the Jaar base, and apologises for being late. Soundblaster patches through to planet Zarak, and the gathered Destrons watch as the planet seems to break up. As they watch this, they do not see Twincast enter the room and hide behind some computers.
As the planet shatters, a massive structure beings to appear. Scorponok orders the Destron Headmasters to get onboard, and they head up to the command bridge of the structure. There, Scorponok is waiting for them, and shows his true colors. They are amazed, but he tells them there is more to come. Planet Zarak is gone, leaving only:
DESTRON CITY
The city starts and completes a transformation sequence.
MEGAZARAK SCORPION MODE
MegaZarak heads towards Jaar. Soundblaster tells the other Destrons to go outside to greet their leader. As they head out, Soundblaster is the last to leave, but notices Twincast and starts shooting at him. Twincast shoots back.
Twincast eventually gets away and Soundblaster follows him, but when he arrives outside the base, Soundblaster is alone. He then hears the other Destrons cheering and goes over to watch MegaZarak land. Scorponok asks how the preparations are going in destroying Mars, and is pleased when Soundblaster tells him everything is ready.
Twincast reports to Fortress about MegaZarak. Chromedome then contacts Fortress and tells him that they have found some bombs, and are going to diffuse them. Raiden fights with Abominus, whilst the revived Highbrow and Brainstorm join Chromedome and Hardhead. The four head towards the structure they saw earlier, but then stop and move back when they see MegaZarak.
Fortress sees MegaZarak's arrival, but there is nothing he can do as he does not have enough energy to transform into Fortress Maximus. Inside MegaZarak, Weirdwolf, Mindwipe and Skullcruncher want to go out and fight, but Scorponok says to leave this to him -they just need to check the bombs are ready. As the three Destrons run out, Chromedome and the others try to go after them, but are blocked off by MegaZarak, which starts shooting at them.
Raiden runs forward, sword in hand, but MegaZarak blasts him and then hits him so hard that he falls apart into the individual Trainbots. They get up and start shooting, but their blasts cannot even scratch MegaZarak. On Athenia, the Cybertrons can only watch, knowing that Fortress does not have the energy to transform and fight back. Back on Mars, MegaZarak gets through all of the Cybertrons easily. Scorponok makes MegaZarak take off and head towards Battleship Maximus.
With Battleship Maximus unable to even take off, Scorponok is able to land MegaZarak right next to this ship. Scorponok taunts Fortress and says that Scorponok is no longer his name. He is now MegaZarak. And he is going to make Fortress pay for exiling him from Planet Master. Scorponok then reveals a third transformation, as the scorpion mode MegaZarak transforms into a colossal robot -with Scorponok transforming into the head of it.
MEGAZARAK
MegaZarak starts stomping on Battleship Maximus repeatedly, making Fortress fall over inside. Without any energy, he is completely at MegaZarak's mercy. MegaZarak taunts him by asking what's wrong -does he not feel like counter-attacking?
Weirdwolf then tells him that the bombs are ready, so he contacts Soundblaster and tells him to detonate the bombs. Soundblaster detonates the two bombs at the north and south poles of the planet, and the massive explosions from these set off the other bombs that the Destrons had planted.
MegaZarak tells Fortress that he will watch his destruction from space -since he doesn't have the energy to flee. He heads up into space with Weirdwolf, Mindwipe and Skullcruncher. Meanwhile, the four Cybertron Headmasters watch as everything explodes around them. Fortress tells them to leave now, before the planet explodes. Chromedome wants Fortress to come with them, but he says he cannot leave Battleship Maximus. The Cybertron Headmasters decide they don't want to leave without their leader, and enter the ship to try and get him out. Fortress still doesn't want to go, as everything begins to shake. Chromedome tries to drag Fortress away, but then a computer starts bleeping. He and Fortress see...
...that the energy levels are rising. It seems that Battleship Maximus is absorbing the energy being released by the explosions happening around it. Moments later, Mars explodes, and MegaZarak says he did it -at last, he has obliterated Fortress.
However, his joy is short lived when he sees Fortress Maximus flying straight towards him! His plan to destroy Fortress with the energy from Mars' explosion has ironically given his enemy the energy to transform. Fortress Maximus wastes no time in striking MegaZarak with the Master Sword. MegaZarak orders for the Destrons to withdraw, and flies away.
Fortress Maximus transforms back into ship mode. Whilst the Cybertrons have survived, Fortress is saddened that they failed to save Mars. The Cybertron Headmasters now have a burning anger towards MegaZarak.
NOTES