The Destrons have withdrawn. Inside Maximus, the Cybertrons discuss on what the Destrons could be doing next. They wonder if Scorponok has left the planet, but Fortress doesn't think they would have done as he came here to get supplies. Highbrow says that Master is the only place Scorponok can get the certain materials he wants, as his MegaZarak transector was created here. Blanker says Highbrow is useless in combat, but he has a sharp mind. Highbrow tells him not to speak to him like that!



Underneath the ground, in a large cave, the Destrons are working on something. Have created a small factory, MegaZarak loads in some materials which are converted into a metal known as G-Metal. Scorpnok starts messing around with some controls...



...to fire a powerful laser blast at a slab of G-Metal. The laser does nothing, and the Destrons realise how powerful it is. But Scorponok says that the Master Sword is still incredibly powerful, and the material it is created out of is much stronger than G-Metal. They need to know the secrets of it, such as any weakness they can exploit. Scorponok decides they are going to have to fight dirty to get this information.



Daniel is playing with his challenge blaster whilst Wheelie thinks about how much he wants to become a Headmaster. He tells Daniel that he could train on this planet, and become one. Daniel laughs at this and says that would be impossible. Wheelie reminds him that he can never become a Headmaster, but he can because he's a Transformer. This worsens Daniel's mood, and he tells him to do whatever he wants. Later on Daniel is cleaning part of the ship when Chromedome appears and asks him where Wheelie is. Daniel tells him he left early this morning without even telling him.



Wheelie is out training, going on a run. He gets tired but tries to keep going, he has to keep this up if he wants to become a Headmaster. But as he stops for a break, he suddenly sinks under the sand! A little later on the Cybertrons find out that Wheelie seems to have disappeared, although they all imagine he's just gotten lost somewhere in the ship.



However, Sixshot then contacts them, and shows that the Destrons are holding Wheelie prisoner. Sixshot says that they want the secrets of the Master Sword, and they have three hours to come to a decision. If they don't pass over the data within that time, the floor underneath Wheelie will open up and he will fall into an acid pool below. He will only last in that for three minutes at the most. Scorponok then appears and asks Fortress what will he do before ending the communication.



The Destron Headmasters keep Wheelie company by laughing at him. Meanwhile, Blanker says that they should reject the Destron's offer. This is war, and sacrifices must be made. As the Supreme Commander, Fortress must know this. Sureshot says it will all be over if they give away the Master Sword's secrets.



Daniel begs for them not to sacrifice Wheelie and instead go and save him. He runs out of the room, but Chromedome catches up with him. Daniel says he is going to go and save Wheelie by himself since nobody else is going. Chromedome says he never said that, and he plans to go and save him. Daniel wants to go with him, something Chromedome doesn't think is a good idea, but Daniel is desperate to save Wheelie. Chromedome says he understands just as Highbrow walks up to them, having heard everything. Chromedome says he knows the layout of MegaZarak from when he was looking for the weak spot. Highbrow warns that MegaZarak will have many anti-Transformer sensors in it, so Daniel will have to deactivate them. He takes Daniel's challenge blaster and upgrades it into a real weapon.



A little later, the Trainbots suddenly take off without telling anyone. Highbrow walks back into the room and guesses that Shouki and the other must just be going on reconnaissance. Fortress then says he has decided that he is going to give in to the Destrons. Blanker does not want to do this, but as Fortress is in charge, what he says goes. He heads off to put all of the data he has on the Master Sword on a disk.



The Trainbots drop Chromedome and Daniel off, and then Chromedome transforms and heads directly to MegaZarak. MegaZarak is waiting in city mode for Fortress to arrive. Chromedome drives straight inside MegaZarak, knocking the Horrortrons out of the way before they even notice him.



Fortress then learns about what Chromedome is doing through Highbrow finally telling him, and Sureshot is amazed at how reckless Chromedome is - he can't believe that he's taken Daniel along with him. Fortress decides to head to the Destrons right away and transforms his craft from base mode to ship mode, and then blasts off.



Seeing that the Cybertrons are heading towards them, MegaZarak transforms from city mode to scorpion mode just in case the Autobots try to attack them. Sixshot tells Scorponok that as long as they have a hostage, the Cybertrons won't dare to try anything like that. The Cybertrons notice this transformation, but they also know that Chromedome and Daniel are inside it. They've still got a chance in saving Wheelie without having to give the Destrons the Master Sword secrets.



Sixshot heads out and heads towards Fortress' ship, saying that they have nearly run out of time and unless they want Wheelie killed, then they had better hand over what the Destrons want right now. Inside MegaZarak, Skullcruncher points out that in 8 minutes, Wheelie will be dissolved. He then leaves the room, whilst Wheelie wants someone to save him. Back outside, Fortress appears with the disk of Master Sword data.



Inside MegaZarak, Chromedome and Wheelie make their way through the many security defenses without problem, thanks to Daniel heading through sensors which are not programmed to pick up humans. The two soon find Wheelie.



Outside, Fortress asks to see the hostage, so Sixshot contacts Scorponok to have Wheelie sent out. But he finds out that Wheelie has been taken. Sixshot can't believe they've lost him, so he casually walks up to Fortress and then tries to snatch the disk from him. Chromedome appears and shoulder charges Sixshot, and points out to Fortress that Daniel and Wheelie are safe -they are both now in the ship.



More Destrons appear, but more Cybertrons also arrive. The two sides start to fight, and as the Destrons fire, Weirdwolf says he'll stop their advance. Slugslinger pushes him back and tells him he's just getting in the way.



Scorponok says his troops are useless, so tells his newest recruits, the Two-in-Ones, to get out there. Four more vehicles arrive at the battle, heading straight towards the Cybertrons. But as they get closer, the jet merges with the tank, whilst the helicopter merges with the truck. Once the vehicles unite, they become robots:



FLYWHEELS, BATTLETRAP



Blanker says they can deal with them, but the Two-in-Ones move so quickly they dash by the Cybertron Targetmasters before they can do anything. Sixshot transforms to cannon mode and starts blasting everywhere, as Flywheels and Battletrap transform back to their separate vehicle modes and also start shooting.



They keep Fortress and the others pinned down. They eventually hit Fortress in his arm, causing him to drop the disk. The Destrons and Cybertrons scramble over each other, desperately trying to retrieve the disk, but eventually...



...it lands in the hands of Battletrap. As soon as he gets it, the Destrons retreat and are soon gone. They head back to MegaZarak, and Scorponok is soon in possession of the disk. He says that with this new information, he'll be able to create a shield which will be able to stop the Master Sword.



The Cybertrons know that now Scorponok has the Master Sword data, the war between the two sides is just going to get more difficult from now on. Later on Brainstorm, Hardhead and Highbrow find that Fortress is making Wheelie, Daniel and Chromedome clean the entire ship for leaving without permission, and they thank Chromedome for saving Wheelie even though he's now being punished for it. The narrator ends the episode by warning that now Scorponok has the Master Sword data, a massive struggle looms for the Cybertrons. Will the Headmasters be ready to rise to the challenge?