The damage to Fortress' ship has been repaired. Fortress calls a meeting to try and figure out what the Destrons are going to do next, having being told about the Zarak shield by the Cybertron Targetmasters. Elsewhere Daniel and Wheelie are playing a game, but they keep getting game overs as the virtual Destrons shoot them. Wheelie gets so angry that he throws Daniel's gun into the screen.
Fortress thinks that the Destrons would have used up their energon reserves in completing this shield. He is now worried that the Destrons will resume their previous plan of destroying the Earth, and then collecting the vast amounts of plasma energy released from it. Blanker asks if they are scared of the new shield that much, but Chromedome is quick to say he's not scared.
Sureshot says the shield is not an offensive weapon. He, Blanker and Crosshairs offer a plan: they intend to lure the Destrons into space, and pick them off one by one, so MegaZarak is isolated. Fortress thinks it is a good idea, but Chromedome objects to it. He thinks that the Destrons could easily escape in space, but Blanker says they will not let them get away. Sureshot says they need to track the Destron's movements, so Fortress lets them go. Chromedome still objects to what they are doing, but Fortress says that their plan would mean that planet Master would not be put in danger. He and Arcee then leave, and Chromedome is very frustrated.
So he leads Brainstorm, Hardhead and Highbrow to an old mine. Chromedome says he has his own plan, and as they reach the mine, several other Cybertrons are there. Kirk is the leader of this small group, and he knows Chromedome.
Meanwhile, at the Destron base, Scorponok tells his troops they need to conserve their energy. They are to try and avoid combat until they have blown up the Earth. The Destron Targetmasters then return and Slugslinger says that they've spotted three Cybertrons heading towards them. Sixshot takes a squad of Destrons out to go and destroy them.
Triggerhappy and Misfire start the attack, but Blanker and his team transform and race up the mountain. As they get to the top, Sixshot and the Destron Headmasters appear. Sixshot creates multiples of his gun mode and fires, causing the Cybertrons to split up.
Sureshot gets hit by Mindwipe's magic powers and ends up crashing off the side of the mountain. Blanker and Crosshairs get to him, but the rest of the Destrons then appear and surround them. Meanwhile, at the old mine...
Chromedome is discussing their battle plan with Kirk, but Highbrow isn't sure fighting on planet Master is a good idea as there will surely be heavy casualties. Chromedome insists they will win and opens a window. He points out some cloudy mountains nearby. They need to lure the Destrons into those, where they will slow down, lose their bearings and become easy to pick off. Hardhead and Brainstorm then appear, with news that their scout ships have seen Blanker and his team under attack. Chromedome says they will not help them -they are meant to be professional soldiers, so they won't make mistakes.
Back at the battle, things don't look good for the Cybertron Targetmasters, as they are heavily outnumbered. But the Destron Headmasters get distracted by a Master scout ship, giving Blanker and the others the chance to transform and charge through them. Weirdwolf and Skullcruncher get out of the way, but Mindwipe gets run over three times. He is about to chase after them, but Sixshot tells him to stop -this could all be part of a trap, plus if they go after them now they can't replenish their own energy.
The new information about the whereabouts of the Destron's HQ reveals that it is dangerously close to one of Master's main cities - directly underneath it, in fact. Not wanting to risk attacking the Destrons with innocent lives at stake, Chromedome instead gets Master's military force to set up away from the city and closer to the mountains shown earlier. As the Autobots leave to help set things up, Soundblaster appears and has seen everything they plan to do.
The Cybertron Targetmasters are on the way back to Battleship Maximus when they come across several cannons manned by some of Master's population. They wonder if Chromedome had anything to do with this, but continue on their way to Fortress. Meanwhile, in the Destron base...
Soundblaster returns and lets the others know what is happening. Scorponok says that they will make the first move, and strike at the city above them. Then they will fly to Earth as quickly as possible.
Meanwhile Fortress is told that Master's military seems to be working with Chromedome. This concerns Fortress, as Chromedome told him he was just going out to see if he could find any information on the Destron's location. Fortress transforms into head mode and uses his telepathic power to contact Chromedome, and finds out where Chromedome and the others are at. Before he can get any work on what Chromedome's plan is, their link is broken when Chromedome is told that the Destrons are wrecking havoc in the city!
MegaZarak has burst out of the floor, and the Destrons start slaughtering whoever they come across whilst also doing damage to buildings. Sixshot tells them to stop wasting their energy, but Misfire wants to have some fun. Chromedome and the others arrive, and see that the city has already suffered major damage. They fly towards MegaZarak, but the Destron Headmasters are sent out and the two sides start fighting.
However, Kirk and the others start to attack MegaZarak in their jets. Sixshot and the Destron Targetmasters are sent out to help defend MegaZarak.
However, even they struggle against the Cybertrons, and Sixshot's multiples fail to help him when all of them get shot at the same time. Inside MegaZarak, Scorponok is frustrated, as he could defeat all of the Cybertrons if he transformed to robot mode, but he doesn't want to use up the energy for it. Nearby, Battleship Maximus moves in towards MegaZarak.
Whilst Daniel and Wheelie encourage Chromedome to fight, Blanker tells them that Chromedome is being stupid and that his plan could increase casualties. Chromedome leads the Cybertrons on, determined to fight to the end. They have pushed the Destrons back towards the mountains, but the Destrons suddenly sink into the clouds. They have vanished, and Chromedome's plan has suddenly gone very wrong.
As the air force looks around for the enemy, the Decepticons pop out of the clouds and start to shoot down all of the ships. Fortress tells Chromedome to give the order for all forces to retreat, which is something Chromedome doesn't want to do. But Fortress tells him to just look around, pointing out just how many are getting killed. Chromedome orders for his forces to withdraw.
Scorponok sees that the surviving Cybertrons are leaving, so he tells the Destrons they will pull out also. Fortress says he won't let them head to Earth so easily, and transforms into Fortress Maximus. He says he'll show him the power of the Master Sword, but Scorponok becomes the head of MegaZarak's robot mode, and reveals his upgraded shield. Fortress Maximus takes a swing at him, but MegaZarak deflects the strike.
The two start fighting each other, but MegaZarak punches Fortress Maximus into a mountain. Fortress Maximus gets back up and tries to use the Master Sword again, but MegaZarak's shield is strong enough to repel it. Fortress Maximus drops his weapon and crashes into the ground.
MegaZarak tells him that he's done it -he repelled the Master Sword. He says he'll spare his life for now, but he's going to Earth now. He and the other Destrons leave planet Master. Chromedome wants to go after them, but Blanker stops him. Blanker says he has done enough damage for today, as many of Master's inhabitants have died due to his foolish plan. He has not thought of anyone else but himself. Kirk then appears, having survived a crash he had in his fighter.
Kirk tells Chromedome that it isn't his fault, as they all knew what they were letting themselves in for when they joined forces with him, although Chromedome says that he is the one who should be apologizing. The Cybertrons have been defeated this time, and now the Destrons are on their way back to Earth, they must head after them. Can Fortress and the Cybertrons meet the challenge of the Zarak shield?
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