"By bringing Cybertron into Earth's orbit, and harvesting the unleashed energy, Megatron leaves the world in ruins. But Optimus Prime and the Autobots fight back and destroy Megatron's starship, releasing enough energy to knock Cybertron out of Earth's orbit. And now, the Autobots begin the repair of the shattered planet..."

At a battered city, the Autobots are hard at work making repairs, such as rebuilding structures and fixing buildings. But they're not the only ones making repairs, as at the Decepticon's HQ...

...Rumble gets into an argument with Skywarp, which results in Rumble getting slapped into a computer. Thundercracker tells them to shape up, as there is still a lot of damage to repair. Soundwave doesn't help matters by telling Thundercracker look who's talking. Thundercracker tells Rumble to start emptying the water pumps.

Frenzy then appears, not happy about the geeky assignment he's been given to do. He wants Skywarp's job! Skywarp runs over and tells him to butt out, geek work is meant for a geek like him! He tries to stomp on Frenzy, but Frenzy manages to throw him across the room.

Rumble uses this opportunity for revenge and jumps on Skywarp before punching him repeatedly in the face. Thundercracker gets him off, just as Megatron arrives back! He calls for silence and everyone is surprised to see him. Rumble says they thought he'd died, but he tells him to think again. He just lost a starship, not the war. He says he has unfinished business with Doctor Arkeville, but is told he's gone, and so is Starscream. Megatron doesn't like that at all.

Laserbeak then arrives back, bringing news. He transforms and Soundwave plays back what he's found out. It's a recording of a conversation between Starscream and Arkeville, and Starscream says that now Megatron has been destroyed, he's the new Decepticon leader. Arkeville says he understands, then Starscream tells him to take him to his secret laboratory -he has use for his other inventions. Megatron says they must stop those traitors, and orders the Decepticons to take to the air.

At Autobot HQ, Wheeljack finishes getting Teletraan I fully working again, but the moment he does this, the computer displays images of the flying Decepticons... and the Autobots see that Megatron has survived. Optimus Prime tells them they can't let the Decepticons regroup, and orders for them to roll out.

Starscream and Arkeville arrive at the lab. Arkeville explains that his lab is an impenetrable fortress until he uses a voice command. Starscream tells him to use his mouth, so he does, using the line "open sesame". Starscream doesn't think that's very original, but the massive boulder moves, revealing an entrance that only a human could fit through. Starscream quickly fixes that by ripping the entire boulder off and throwing it away.

Starscream grabs Arkeville and tells him that was a small example of what happens when anyone tries his patience. The two move inside, and find what Arkeville had told Starscream about: an exponential generator. Starscream thinks this is the ultimate power source, but Arkeville tells him to be careful with it, if he disturbs the generator's rhythmic pulse, the Earth and everything on it will cease to exist. Starscream says he doesn't care about this minor planet.

The Decepticons are on the way to the lab, but Rumble sees that they are being following by a group of Autobots. Megatron tells Thundercracker and Skywarp to attack, so the two turn around and start firing on the Autobots with missiles.

Meanwhile Starscream is working on something, and tells Arkeville he's almost finished. He plants an object on the wall and then explains the doctor what he's done: he's improved his generator by interfacing it with a timing device! He presses a switch and says this will make it begin building power to infinite capacity.

Arkeville says this will make it explode and destroy the Earth, and Starscream says that's very good -he understands perfectly. In less than 8 hours, the planet will erupt into a cosmic shower of energy. When Earth explodes, he'll be on Cybertron, collecting all of the resulting energy and giving him limitless power, the power to dominate the universe! Arkeville says he'll stay behind to make sure nothing goes wrong, but Starscream immediately calls him out on this -he knows the moment he leaves, he'll deactivate the timing device. He has much different plans for him.

Starscream takes off with Arkeville and leaves Earth, heading towards Cybertron. Arkeville implores Starscream to reconsider his plan, as the total destruction of his world is unthinkable. Starscream is surprised at his compassion, but tells him to spare him his concern. Once they are on Cybertron, nothing will interfere with his plans.

Back on Earth, missile fire causes an avalanche, which results in Bumblebee getting buried. The Autobots stop and as Brawn helps Bumblebee, Prime tells the Autobots to transform and take cover. Wheeljack says he doesn't want to take cover, he wants to fight in the clear. He fires a missile, which hits Skywarp and makes him crash.

Megatron orders the other Decepticons to attack, but the battle doesn't last long. He goes for Prime but gets thrown into a lake, so he tells the Decepticons to fall back -clearly these Autobots are too hero-programmed to know when to quit! As the Decepticons leave, the Autobots transform and resume following them.

On Cybertron, Starscream and Arkeville visit Shockwave. Starscream says he's on a most urgent mission, but Shockwave says before he can continue, the Earth creature may not enter here, as ordered by Megatron. Starscream says Megatron is no more, and he now leads the Decepticons.

He explains that when Megatron's starship was destroyed, Megatron entered oblivion. Shockwave says Megatron is indestructible, so Starscream tells him to contact him. Shockwave says he can't get through, field interference has made Earth contact impossible, but he assures him he will keep trying. Starscream says he's the leader now, and his first command is no further attempts to contact Earth. Shockwave ignores him and resumes using the computer, so Starscream fires a warning shot and repeats his order.

Shockwave relents and Starscream tells him to start setting up energy collectors -in less than 3 Earth hours, they'll begin receiving energy from a limitless new source. Starscream takes Arkeville to another room and tells him to feel honored, as he'll be the only member of his species to survive the end of his world! Starscream uses a computer and sees that everything is ready, so he leaves. Arkeville says he may not be able to save the Earth, but he can stop Starscream from collecting the planet's energy. He attempts to use the computer, but...

...he gets shocked and knocked back. Starscream appears and laughs, telling him only a Decepticon can touch the controls when the sentry monitor is on. He tells Reflector to take the doctor to the repair bay. He mustn't have another chance to interfere again.

Back on Earth, Skywarp tells Megatron they've veered off their flight path, but Megatron says they're going to a scenic area known as the "Valley of No Return". The Decepticons lead the Autobots into the valley, where they all get stuck -it's quicksand! The Autobots begin to sink and transform, but still can't get out.

Megatron leaves Laserbeak to stay behind, and once the last Autobot has sunk out of sight, he can rejoin them. Prime says it isn't over yet, but Megatron says it will be. He then orders the rest of the Decepticons to move out.

Prime asks Ironhide if he can send a blast of his super-cooled nitrogen into the quicksand. He says maybe he can -if he can get an arm free. As he struggles, Laserbeak dives down to attack him, but a Mirage fires a missile at him. It hits him and causes him to transform.

Jazz catches Laserbeak, as Ironhide gets an arm free and sends out a blast of nitrogen. The quick sand hardens, allowing the Autobots to pull themselves out.

Jazz transforms and puts Laserbeak in his cassette player. He plays back what Laserbeak found out about Starscream and Arkeville. Prime says Arkeville's lab is their next destination. Meanwhile, the Decepticons have already arrived at the lab. They head inside and Megatron finds the exponential generator. Megatron thinks if the information they'd received is true, this generator is the source of ultimate power. Rumble then runs in and says the Autobots are here! Megatron thinks that's impossible.

They head back out and sure enough, the Autobots have arrived -as Prime surprises Megatron with an uppercut. Megatron is knocked back, but grabs a boulder and throws it at Prime, telling him to have a ton of fun.

Prime dodges it and it ends up hitting Rumble. Prime laughs and tells Megatron his aim is improving, but he quickly has to dive out of the way when Megatron and Rumble then shoot at him. Meanwhile, on Cybertron, Starscream tells Arkeville to forgive the crude work of his medicroids.

He brings down a mirror and tells the doctor he's not pretty, but he is functional. Arkeville is distraught to see that he's been turned into a mechanical freak. Starscream tells him he was heavily damaged, so he should be grateful that he exists at all. He says that he can't move, but Starscream tells him he deserves a rest, as he must be exhausted from interfering. As Starscream is distracted, Shockwave sneaks off.

Back on Earth, Prime has managed to get into the lab, and sees the exponential generator. Megatron, Rumble and Frenzy arrive, and Megatron tells Prime to get away from it, as it belongs to him. Prime says he can't be foolish enough to fire if he stands in front of the generator. Megatron tells him he always hits what he aims for, so he should stand clear. Prime says he'll gladly do that -he hates standing at ground zero when an explosion is imminent -or hadn't he noticed his possession is in an unstable condition?

Megatron tells Frenzy and Rumble to leave. He goes up to Prime and tells him he only wants what's his. Shockwave then contacts Megatron, urgently telling him to acknowledge if he's still functional. Megatron says of course he's functional, but tells Shockwave to call back later, he's busy. Shockwave warns that he must find Arkeville's lab and disconnect the detonator on the generator -it'll explode any astro second!

Since they're already at the lab, Megatron and Prime search for the timing mechanism. Megatron finds it and rips it off the wall just in time. He tells Shockwave everything is under control, and asks where Starscream is. Shockwave says Starscream is on Cybertron, and had planned to destroy the Earth. He was going to gather the energy from the planet's destruction. Megatron crushes the timer device and says when he gets his hands on Starscream, his catalytic data assembly is his!

Back on Cybertron, Starscream is frustrated to find out that the time is up -but the Earth hasn't exploded. He thinks there must have been a malfunction in the timer and demands Arkeville to go back to Earth to check it. Arkeville asks how he's supposed to get there now, and tells Starscream he's the only one who knows how the timing device works. Starscream realizes he's the one who's going to have to return to Earth.

At the lab, Megatron takes the exponential generator and tells Prime he was lost in his work. Prime says lost is an appropriate word, as his plaything has melted part of his housing. Megatron sees it has melted part of him, but tells him it's of no concern. He'll reduce the generator's temperature soon enough and tells Prime to get out of the way. Prime moves aside, but then tackles Megatron and the two struggle with the generator. They end up dropping it and it rolls away, but Prime says it's at a critical phase and is going to explode!

Megatron says it won't explode here if he can help it, and grabs it before running outside. Prime follows but finds that Megatron is waiting for him -he tells Prime there's no time to argue, and gives him the generator. He then transforms and tells Prime to load the generator into him. Prime does so and fires it...

...with the blast being so powerful it's sent into space. Starscream sees it and wonders what it was, but it explodes behind him and sends him crashing down to Earth. He's found by Megatron who welcomes him, and Starscream is shocked to see Megatron is still alive. Megatron grabs him and takes him away.

The Autobots regroup and head for home. They wonder what Megatron will do to Starscream, and Prime thinks it'll be nothing gentle. The Autobots laugh, and Jazz thinks they've seen the last of Starscream alright -and that's the first thing that's gone right all day!


-SCRIPT DIFFERENCES: Click here for details.

-This episode introduces a new character: Frenzy. It seems that Rumble was the more popular cassette robot, since overall he appears in a lot more episodes then Frenzy does.

-This episode marks Arkeville's last appearance. It seems he was left on Cybertron, and is never mentioned again.

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