Sparkplug has activated an alarm -Spike can't believe it but Brawn tells him there's no time to talk, they've got to roll! Spike tells his father he'll be back, he's going to save him. Bumblebee says they've got to get out of here and runs, but doesn't watch where he's going, resulting in him bumping into...

...Shockwave, who demands destruction to all trespassers. Soundwave and a couple of other Decepticons appear, and Soundwave orders them to take the Autobots. Brawn says he doesn't "take" so easily, and effortlessly sends two of the Decepticons flying.

With them out of the way, he turns around and shoots Soundwave down. Spike starts to run towards an exit, but Shockwave yells out for someone to stop him. Sparkplug gets in the way and tells Spike that there's no escape.

Shockwave tells them to prepare for termination, and shoots Brawn. Brawn grabs a fallen beam, but Shockwave calls his new weapon primitive and melts it with a laser blast. He orders the Decepticons to take Spike and destroy the Autobots.

Before they can do that they're sent flying when part of a wall explodes. It's the other Autobots -Skyfire, Wheeljack and Trailbreaker -who've arrived to save their friends. Shockwave says they won't interfere and fires on them, but Skyfire dodges and fires back...

...hitting Shockwave and sending him crashing into a computer, which explodes. The Autobots transform and leave, as Shockwave transforms and starts shooting at them.

His blasts destroy the door, making it large enough for Skyfire to fit through. Skyfire transforms and blasts off, and sees that his friends are under attack. The Autobots manage to get away from the Decepticon's laser batteries, but some more Decepticons fly after them. Skyfire pulls back and fires...

...shooting one of them down. He tells the Autobots he'll draw their fire and rendezvous with them later. The Autobots then arrive at Wheeljack's workshop, and they get inside safely. Wheeljack says it has all the comforts of home -if you like living in an auto-robotic factory. Spike thinks you could work miracles here, and Wheeljack says he'll need to, if he's going to find out how the Decepticons are controlling Sparkplug.

Bumblebee reveals he took a disc from the Decepticon HQ, which has data about the mind control program on it. Wheeljack puts the disc inside a computer, and they find out about the computer chip, which has hypnotic properties. Meanwhile, back on Earth, another group of Autobots are surfing...

...towards the Decepticons. Bluestreak suddenly goes faster, and warns everyone that surf's up -and he's talking up! A massive tidal wave has appeared behind the Autobots, but Prime says they can use it -if they can stay ahead of it, it could take them to where they want to go, which is right inside Megatron's camp. He tells them to maintain speed and sail on.

Nearby, Doctor Arkeville reports to Megatron that the sea funnel is almost complete. His slaves have nearly finished building it. Megatron explains to Reflector that when the tidal wave hits the sea funnel, the ocean's fury will turn the generators, and fill thousands of energon cubes. But he sees the other generator isn't in place yet, and goes to find out why. Arkeville complains to Starscream that the funnel structure isn't strong enough, the tidal wave will destroy it and his slaves will drown. Starscream doesn't care about what happens to slaves.

Megatron then appears and tells Starscream to install the generator. Starscream thinks that would be a waste of time, and that his leader's plan is unworkable. Megatron picks up the generator...

...and throws it at Starscream, telling him to install it -now! Arkeville protests, saying his slaves will be caught in the tidal wave. Megatron tells him he though humans liked to play in the ocean. As Starscream walks off, Megatron warns Arkeville to avoid contact with Starscream.

As Megatron leaves, Arkeville wonders if perhaps Starscream is the ally he'd been looking for. Megatron goes to Rumble, and the two watch as the first tidal wave hits. Its energy is collected...

...and sent directly into energon cubes, which are stored in a ship. As the next tidal wave approaches, the Autobots arrive with it. But the funnel structure starts to crumble in places, resulting in the Autobots being washed away.

As they recover, Ironhide is ready for a fight, only for Prime to point out that it's too late -the Decepticons have gotten into their ship and taken off. Ratchet thinks they've probably got a load of energon cubes as well. Prowl worries Megatron can't be defeated now, but Jazz says they'll have to worry later -they've got to rescue the human slaves who've been left behind.

Nearby, Arkeville has also been abandoned, but Starscream pops out of the water and saves him. He tells him Megatron is through with him, but he isn't. He transforms and takes off the with the doctor. Inside the ship, Reflector tells Megatron that the energon cubes are secured. Megatron is pleased and says he left Starscream behind to prepare for the next tidal wave. Once its force is harvested, they'll have all the energon cubes they need to revitalize Cybertron. Reflector asks about Arkeville, but Megatron says that human is of no further use to him.

Back on Cybertron, Wheeljack contacts Prime and tells him they had a run-in with Shockwave, and couldn't rescue Sparkplug. But they have learnt how the Decepticons are making humans into mind slaves, and he's now created a new invention that should be able to counter it. The Autobots head back into the Decepticon HQ, and Spike is sent in to find his father.

However he is found by Shockwave and some other Decepticons, who've been expecting him. Shockwave wants to know where the Autobots are, but Spike wants to know where his father is. Sparkplug appears, but tells Spike to tell Shockwave what he wants to know. Spike tells him to find them himself, so Shockwave drops him. Shockwave tells Sparkplug to destroy Spike! Sparkplug pulls out a gun as Shockwave tells Spike this is his last chance: where are the Autobots?

Brawn says they're right behind him. The Decepticons turn around and see the Autobot team have arrived, but before they can do anything, Wheeljack activates his new invention. It sends out some kind of waves, which nullify Sparkplug's hypno-chip and return him to normal.

As Spike runs up to his father, Shockwave is about to shoot him, but Brawn blasts him before he gets the chance. Spike is finally truly reunited with his father, and says everything is alright now. Trailbreaker says it's not right yet -they've got to get out of here!

Brawn says he'll get the door, which he does be running through it. They head outside and are picked up by Skyfire, who promptly heads back to Earth. Sparkplug thanks everyone for not giving up on him. Spike says it's as he taught him -you never quit on the people you love. Brawn thinks that's mushy, but true.

Back on Earth, the Decepticons have landed on a small island. Megatron and Skywarp watch as human slaves load up the final shipment of energon cubes onto the ship. Prime's team of Autobots have tracked them down, but they can't move in yet as they don't want to endanger the humans. Prime says they must get Megatron away from the ship before they attack. Mirage says he'll see what he can do, and turns invisible.

Megatron says they must be ready for launch when Cybertron next passes over them. He wants the slaves to work faster and asks where Arkeville is. The doctor isn't too far away, but Starscream has him as his prisoner, and is trying to drain his mind energy. But it's not working, he can't get enough energy to fill even one energon cube. Without his own energon source, he'll never be able to take control of the Decepticons. Megatron overhears everything and tells Starscream that that's mutiny!

And the penalty for mutiny is termination! He takes aim, but before he can fire, Skywarp calls out to him, saying there's an emergency. Starscream grabs the doctor and quickly leaves, but says he'll return. Megatron goes to Skywarp and asks what's wrong, and they see that there is something wrong with the slaves -they're bringing the energon cubes back out of the ship! Megatron says this is not possible, but realizes Arkeville has also betrayed him.

Mirage enters the ship and reveals himself, and tells Megatron it looks like he's run of of trusty friends. The other Autobots appear and Prime says now that the slaves are out of the way, they can attack! Skywarp and Thundercracker transform and attack, but Prime shoots down Thundercracker.

Mirage gets shot in the back by Rumble, who starts firing at the other Autobots. The other Decepticons join in and a battle between the two factions starts.

Prowl says they're outnumbered, and they should retreat to re-group, but Prime says no, they've got to fight it out. If they lose now, Cybertron's orbit will tear the Earth apart. Ironhide says they need reinforcements, and they need them now! Just then, Skyfire arrives, and Wheeljack uses his invention... deactivate the hypno-chips on the humans below. They put down the energon cubes and flee, as Megatron says they'll pay dearly for that. He transforms and starts shooting at Skyfire, forcing him to land. Wheeljack and the others disembark and join in the battle.

Prime goes to confront Megatron, but the Decepticon leader points out a bigger problem: a massive tidal wave is heading towards them. He says that the Earth and everything on it is about to be destroyed, but Prime says it's his problem too. Megatron says he won't be here! He's going to Cybertron, and has enough energy to rule forever! He quickly runs into the ship and takes off.

The other Decepticons are still fighting, but then see Megatron is leaving without them! They decide to go after him, and leave the Autobots behind. Prime says the tidal wave with destroy human life across the face of the globe, whilst Ironhide thinks it won't do them any good either. Spike says they can stop it -they just need to knock Cybertron out of its orbit! Prowl think sit's impossible, it would take an explosion equivalent to 10 billion astro liters of energy! Prime realizes what could provide that -the energon cubes on Megatron's ship.

The Autobots all fire at the ship, eventually hitting it. The blasts penetrate the ship, and some of them hit the energon cubes stored inside it. This sets off a chain reaction...

...which results in a colossal explosion right next to Cybertron. The ship is obliterated, and Spike points out that its worked -Cybertron is moving out of its orbit!

The tidal wave is also stopped, saving the Earth, but Bumblebee thinks it's too bad -he was really hoping to try out his new boogie board. Spike tells Optimus this wasn't a bad day's work -they've gotten Sparkplug back, Cybertron is gone, the Earth is safe and Megatron is finished.

Prime tells him that he wishes the latter part was true. And up in space, Megatron has survived -he re-activates and says he'll be avenged, before flying off.


-SCRIPT DIFFERENCES: Click here for details.

-This episode begins with a recap, but it shows things that haven't happened yet, such as Shockwave being knocked forward by the exploding computer.

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