On Earth, things are quiet at a Cybertron base, but three small robots enter it undetected. These robots plant explosives in certain parts of the base, which explode minutes later. The generic Cybertron soldiers are taken by surprise.
Many of the soldiers die in the explosions, whilst a few make it outside. The three smaller robots transform into heads for their transectors -they are the Destron Headmasters. Soon Weirdwolf and the others finish off the remaining Cybertrons.
Scorponok is on Jaar, and is pleased when Weirdwolf reports that they have taken over the base. He tells them not to blow it by letting Cybertron City find out what they have done. He tells him to wait as the next stage of their plan will begin soon. Meanwhile, on Athenia...
...the Cybertrons have returned. They don't know what the Destrons are going to do other than store energy, but they must be up to something else. Chromedome thinks they got all of this energy to use it in an attack against them, but Fortress thinks it could be something else. The amount of energy the Destrons got was huge, as they realised that MegaZarak was slower when he returned to Jaar than he was moving away from the planet. Highbrow then excuses himself from the room as he wants to continue working on the code to MegaZarak's weak spot.
On Jaar, Galvatron reveals what he plans to do next: he is going to incorporate the Earth into his system. By doing this, he will possess power unparalleled, and will go on to control the entire universe. He thinks his plan is a brilliant one.
Later on Sixshot talks to Galvatron in private, informing him that Scorponok seems to have a plan of his own. Galvatron says he knows all about Scorponok and that he revealed his own plan to him on purpose. He also that he knows that Scorponok is planning on betraying him at some point. But he won't let Scorponok get in his way of obtaining such enormous amounts of power. Sixshot says that to make sure that Galvatron's plan will go ahead with any hitches, he will go and destroy the Cybertrons on Earth.
Elsewhere on Jaar, Scorponok contacts Weirdwolf again and tells him that the time has come for them to act alone. Believing that Galvatron will only lead the Destrons to failure, Scorponok has decided that he must take command of the Destrons and start on his own plan: to attack all of the Cybertron energy storage bases on Earth and take all of the stored energy for themselves. Weirdwolf questions this, suggesting that they just take all of the energy Galvatron has already, but Scorponok tells him that he does not want to make Galvatron an enemy yet. Instead he wants to try and make him attack the Cybertrons on Earth for now.
Sixshot heads to Earth and assembles a team consisting of the Combatrons, Horrortrons and Terrortrons. Their mission is simple enough: attack and destroy as many Earth Cybertron bases as they possibly can, and wipe out all of the Cybertrons on Earth. However, Sixshot tells the Destrons that they are to leave Ultra Magnus to him. The next morning, the Destrons start an assault on a Cybertron energy base, and the Cybertrons there are no match for them.
Doublecross arrives to try and help, but his heads get confused -one wants to go one way, but the other wants to go the other way. As the heads bicker, the Horrortrons come over and start to fight him.
At Cybertron City, Ultra Magnus finds out that their Miami energy storage base is under attack. He has the Techbots sent out to deal with the Destrons and they head out on the Trainbots. Shouki suggests contacting Fortress on Athenia and update him on what's going on, but Ultra Magnus says that it is his job to protect the Earth and that he doesn't want to get Fortress involved. Fortress has enough things to deal with as it is.
On Athenia, Highbrow, Daniel and Wheelie are all looking through Tekna's code, but still are having no luck in finding MegaZarak's weak spot. Highbrow says they'll have to start over and look through all of it again to try and find out anything. Meanwhile Fortress sends Spacepunch to Jaar and tells him to try and find out what Galvatron is going to do. Spacepunch transforms into Counterpunch and heads out.
Fortress goes back into the control room, where Chromedome tells him they have not seen any movements by Galvatron yet. Chromedome wants to go on the attack, but Brainstorm thinks he's being hotheaded again. Hardhead says he has a bad feeling about this. Back on Earth, things aren't going so well for the Cybertrons -the Horrortrons have defeated Doublecross, whilst Abominus is overpowering Computicon.
Ultra Magnus is outside Cybertron City, but knows he is not alone. A large container spins towards him, so he jumps up and chops in in half. Sixshot appears, saying that he will be Ultra Magnus' escort to hell.
Sixshot throws some explosive shuriken at Ultra Magnus. Ultra Magnus jumps out of the way of them and fires back, but Sixshot avoids his lasers and transforms to his wolf mode. He then uses his ninjitsu to create multiplications of himself.
Ultra Magnus tries to grab Sixshot, but he goes for one of the multiplications. The real Sixshot blasts him, just as Metroflex arrives to help out.
However, Sixshot says he'll this to Dinosaurer, who appears and blocks Metroflex off. Sixshot transforms to his gun mode and blasters Ultra Magnus, and Metroflex cannot get to him.
The Trainbots arrive and transform, and Shouki says the Earth will fall to the Destrons -they need to contact Athenia right now. Ultra Magnus tells him to go and do that now. As soon as Fortress receives this news, he and the other Cybertron Headmasters head off to Earth.
Soundblaster finds out about Fortress heading to Earth and tells Galvatron, suggesting that MegaZarak should be sent out to deal with him. Galvatron initially doesn't want to do this as he feels that Scorponok will not obey him, but Soundblaster tells him that Scorponok will definitely want to take revenge on Fortress, so they ask him to go. MegaZarak agrees to Galvatron's wishes and heads to Earth, with Soundblaster secretly following him.
Back on Earth, Sixshot has all of his multiples change to his different transformations, and has them attack him together. As Sixshot's tank mode runs over Ultra Magnus, Ultra Magnus says he'll die defending this planet and pushes the tank off him.
The Trainbots returned and combine into Raiden. Raiden says that Fortress is on the way, but then the Horrortrons appear and hold him back so he can't help Ultra Magnus. Sixshot says he has a final transformation -and he and all of his multiples become one in a streak of light. This is Sixshot's seventh transformation:
WINGWOLF
Sixshot now has the powers of all of his transformation modes, and he blasts Ultra Magnus with steams of lasers which send him crashing into a rock.
Meanwhile MegaZarak lands on Earth. Rather than attack the Cybertrons, he uses his telepathic power to contact Weirdwolf. Weirdwolf and the other Destron Headmasters are still at the Cybertron energy storage base they attacked earlier. Weirdwolf tells MegaZarak that they've "found the perfect place". MegaZarak heads towards them whilst they continue to work on whatever it is they are doing.
Sixshot blasts Ultra Magnus a few more times, but then Battleship Maximus arrives. The Cybertron Headmasters use their head formation technique, becoming a spinning energy which crashes into Sixshot and knocks him back.
Fortress picks Ultra Magnus up and tells him to hang on as the other Cybertrons Headmasters arrive, but it is too late. Ultra Magnus is injured so badly that he can barely even speak. He weakly tells Fortress that for peace on Earth, the Cybertrons must defend it...unable to go on any longer, Ultra Magnus dies. Fortress tells the others that this is unforgivable and they cannot let his death be in vain.
Chromedome, Hardhead, Brainstorm and Highbrow leap up and surround Sixshot, and grab onto him. Spinning him around, they let go of him and he crashes straight into Battleship Maximus. They then all smash into him, and Sixshot changes back to his robot mode before crashing into the ground. Getting back up, he says that he'll get his revenge on them all at some point. He and Dinosaurer then retreat.
Later on some of the Cybertrons gather around to pay their last respects to Ultra Magnus, who's body has been put into a coffin. Fortress was going to give him a space burial, but Metroflex requests that Magnus is buried on the Earth, as he liked and fought for this planet so much. Fortress agrees to do this.
Later on, the Cybertron Headmasters look for a place to bury Ultra Magnus. They wonder what the point of the Destron attack on Earth was, as they did not take any energy. They then see a place which looks good -a small cave on the coastline. Fortress says Ultra Magnus was a brave warrior and a good friend. He bids him farewell. The coffin is then released out of the ship...
...and it hits the waters, before entering the cave. A dignified burial, but what will the Destrons do next? Galvatron and Scorponok both want to control the Earth -Fortress and the Cybertron Headmasters cannot predict what is going to happen next, will they be able to stop the Destrons?
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