Chip is at an observatory, using a telescope to observe a meteorite that his friend Jeff can't get a reading on. Chip says he's never seen such a weird looking meteor, and it's heading right for Earth. Jeff says it's a mystery and a menace. Chip decides to contact the Autobots, as they're the only ones who can save the Earth.

Spike and a group of Autobots meet Chip at the observatory. Chip tells them that according to his calculations, the meteorite will hit the Earth sometime tonight. Prime worries that the meteorite could be an energy source of incalculable strength. Ironhide says they'd better get to it before the Decepticons do. Prime agrees and decides to bring along some heavy backup: the Dinobots! Speaking of the Dinobots, Megatron and the Decepticons are watching footage of them during their previous encounter. Megatron's not happy.

He can't believe his finest warriors were beaten by those primitive pea-brained beasts. Starscream tries to claim it was only because of the Dinobot's brute force that they lost, but Megatron says it was because they had no strategy. However he has got a strategy: probe the Dinobots for their weak points, and once those have been found, that's when they'll strike! He commands Soundwave to find out the Dinobot's soft spots.

Soundwave heads out and arrives at a run-down part of a town. He finds the Autobots, and transforms before deploying a speaker device which lets him hear in on their conversation. Chip thanks Prime for letting him tag along, but Prime says it's fine as he was the one who discovered the meteorite in the first place.

They then see the meteorite heading down, and take cover seconds before it lands and smashes through an empty building, completely destroying it. Debris is sent everywhere, and Ironhide rushes into action to protect Chip and Spike. Chip says it's no wonder he's called Ironhide!

The Autobots go up to the meteorite, which has survived the crash intact. Prime tells them to stay back, as it might contain energies unknown even to them. They need to analyze a fragment of it at once, so he shoots a piece off, which Wheeljack is eager to work on. Prime instructs Slag, Grimlock and Sludge to stay here and guard the meteorite from the Decepticons.

As the Autobots transform and head back to HQ, Prime says he's pleased with the Dinobots, and decides he wants Wheeljack and Ratchet to build 2 more. Back at the HQ, Chip thinks a stegosaurus would be a great choice for one of the new Dinobots, and then suggests for the other one they could have some flying power: a pteranodon! Ratchet thinks those are excellent choices.

Back at the crash site, Soundwave transforms back to his robot mode, then uses his brain scan on the unsuspecting Dinobots. He starts with Slag, and finds out all Slag had on his mind is how much he wants to fight enemies. Grimlock says Optimus is strong, but he's stronger. Finally Sludge says he'll obey the strongest leader.

Soundwave returns to the Decepticon HQ. Megatron says he was right, the Dinobots do have weaknesses. Slag is hostile, Grimlock is arrogant and Sludge is stupid. He'll use those weaknesses to turn them against Optimus Prime, then force the Dinobots to help them attain the limitless energies that are in that giant meteorite. The Decepticons head towards the crash site, and Starscream, Thundercracker and Skywarp lead an attack on the Dinobots. The Dinobots fire back, and Grimlock orders the others to transform before resuming the battle.

However Megatron then appears and lands, asking the Dinobots why they fight. Is it because they were ordered to by their master, Optimus Prime? They fire on him and knock his cannon off, but he says he doesn't wish to fight, as they are stronger than him -just as how they are stronger than Optimus Prime, and all of the Autobots! He goes on to tell them that whoever is the strongest should lead.

The Dinobots stop fighting and transform back to their robot modes. Grimlock says he's stronger, so he must lead! Slag tells him Optimus Prime is the leader, and he will fight if Grimlock tries to lead. Grimlock says Slag likes to fight, doesn't he? Slag says he does, and asks Sludge if he'll follow Grimlock. Sludge tells them he'll always follow the strongest leader. They decide that Megatron's words make sense -the Autobots are now their enemies, and Optimus Prime will be destroyed!

The Decepticons back off, as Sludge and Snarl hail their new leader. Megatron says this is just as he predicted -the slow-witted Dinobots now serve the Decepticon cause. He has Starscream, Skywarp and Thundercracker move the meteorite to a different location.

Megatron goes back to the Dinobots, and has a suggestion for the next course of action they could take. As all of this is going on, back at Autobot HQ, the Autobots are hard at work creating their 2 new Dinobots.

Meanwhile, Wheeljack has Prime, Trailbreaker and Chip meet with him to discuss the meteorite fragment. Wheeljack reveals that it's very unstable, and likely to explode at any second. Trailbreaker says not if he can help it, and creates a force field around the fragment. The fragment is moved into the air, where it explodes, but thanks to the force field it doesn't do any damage to anything.

Chip and Wheeljack realize if the entire meteorite explodes, there's no telling what will happen. Prime tells them they've got to destroy it before it explodes, and they don't have much time. He tells the Autobots to finish assembling the new Dinobots, he'll be in contact soon. He then transforms and rolls out for the crash site. As Prime departs, some of the Autobots gather outside, as Ratchet introduces their new Dinobots: Swoop and Snarl! Ratchet and Wheeljack tell them to transform, as now it's time for a test.

They tell the other Autobots to stop the Dinobots -if they can. The Autobots attack, but Swoop shoots them down. Ironhide goes for Snarl and grabs his tail, but is effortlessly lifted up and shaken around. Bluestreak tries to help him, but is carried away by Swoop. Wheeljack tells them that they can stop now, as the test is over.

Meanwhile, Prime reaches the crash site, but finds it strange that both the meteorite and the Dinobots are gone. He tries to contact HQ, but is fired upon by Slag. He asks why he attacked him, but Slag tells him he doesn't like questions from an enemy. Prime asks if he recognizes him, as the other Dinobots appear. Grimlock says they know him, he's their old leader. Sludge says he's their leader no more! The Dinobots transform and start to attack Prime.

He tells them that he doesn't want to fight them, but they've left him no choice. He starts firing back, hitting Slag and Grimlock. Slag charges into him, and Grimlock then picks him up and throws him around.

Prime ends up dropping his gun, but picks an entire wall up and hurls it at Slag. But Sludge then stomps the ground, causing a mini-quake that makes Prime fall. Prime climbs back up and says this is senseless, and they are friends.

Grimlock says bye to their "friend", and calls him weak. So for that, he must be destroyed! The Dinobots all fire on Prime at the same time, causing him to stagger back and fall. They gather around him and Sludge asks if he's been terminated. They see Prime can still move a little, and Grimlock realizes he must be stronger than he thought.

Slag says they should melt him down and fires, but Grimlock knocks his arm, causing him to miss. He says to wait. As Prime gets up, Slag asks why Grimlock stopped him. Grimlock says he doesn't know, and Sludge says he doesn't know either, but will still obey Grimlock. Prime says this is traces of Autobot training remain in their circuits, as Grimlock helps him back up.

Grimlock isn't ready to make amends yet and tells Prime no more talk, or they'll terminate him now. He then contacts Megatron and tells him that the battle is over, and now they're going to him. The Dinobots take off, taking Prime with them.

The Decepticons are draining energy from the meteorite and filling up energon cubes with it, but Starscream warns that the energy from it appears to be dangerously unstable. Megatron mocks him, asking if it frightens him, because if it does, perhaps he'd best not use any of it to recharges his own power core. If that's the case he'll gladly take his share for his own personal supply! Just then, the Dinobots arrive, and Megatron is angry that Optimus Prime is with them. He asks why does Prime still function?

Grimlock says he'll destroy Prime when the time is right. Starscream says not to believe him, as deep down in his circuits, he has the sentimental softness of an Autobot slave! This enrages Grimlock, who fires on Starscream and knocks him down. Prime calls out to Megatron and tells him to listen: the meteorite is unstable and could explode at any moment.

At the Autobot HQ, Wheeljack tells Chip, Spike and Sparkplug that Teletraan I has picked up the meteorite again, and has found its been moved to a different location. A location they can't get to in time! But Spike says he knows who can get there, and Swoop and Snarl head out. As they head to the meteorite's location, Megatron notices that there is an odd instability with their energon cubes.

This oddity suddenly turns violent when one of the cubes explodes, setting off a chain reaction that destroys them all and sends several Decepticons flying. Starscream says he knew something like this would happen, but because Megatron wouldn't consult with anyone... before he can finish, they hear a noise, and turn to see Swoop and Snarl have arrived.

Megatron sees that they are new Dinobots, as Snarl transforms and charges forward with Swoop. He tells Grimlock, Slag and Sludge to transform and attack, and a battle between the Dinobots begins.

The Dinobots fight it out and things seem fairly evenly matched, but as this is going on, the meteorite's stability continues to worsen, and it's going to blow! The Decepticons start to retreat...

...whilst Prime tackles Grimlock out of the way of the meteorite, which explodes seconds later. The explosion is large and causes some small quakes and powerful winds, scattering the Decepticons and ending the battle between the Dinobots.

Prime says the worst is over and the danger has passed, as the Dinobots transform back to their robot modes. Grimlock confronts Megatron, saying he tricked them into fighting their good leader, Optimus Prime. Prime risked his own life to save them -bad Megatron! Megatron orders for the Decepticons to make a very hasty retreat.

Grimlock gives Prime his gun back as some of the other Autobots and their human friends arrive and see they're all OK. Grimlock asks if Prime can forgive him, as he was jealous of him. Prime shakes his hand and says that the meteorite menace is gone, so they can roll for home!


-SCRIPT DIFFERENCES: Click here for details.

-It's funny how Prime tells everyone how dangerous the meteorite is, only for him to then immediately shoot at it to break a fragment off!

-Trailbreaker uses his force field again, but this time he spins around really fast to use it. He's never had to spin to use it before.

-Two new Dinobots are introduced in this episode, completing the team. As with the other Dinobots, their toys weren't available until 1985, whilst this episode aired late on in 1984, once again giving fans a sneak-peak at what was going to be on store shelves soon.

-The Swoop toy had a red chest, but in the cartoon, Swoop's chest is blue. It seems his character model was based on his pre-Transformers Diaclone version, which did have a blue chest.

-Grimlock's head has been altered when compared to what it looked like in S.O.S. Dinobots:

Old version is on the left, the new version is on the right. Personally I prefer the new version, which is what would be used in most future episodes, although the old design sometimes also makes an appearance.

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