"On the topical island of Bali, lies an ancient and mysterious expanse of watery jungle known as Demon Swamp.... where a strange new form of robot now stalks the unwary traveler..."

And 3 unsuspecting humans come under attack from these new robots: it's the Insecticons! Shrapnel, Bombshell and Kickback begin their attack, forcing the humans out of their boats and knocking their food everywhere.

One boat is left and the humans flee, but Kickback is warned his meal is escaping. He decides he'd best hop to it, and crashes into the remaining boat.

The humans cling on to some boat debris and leave, stating that they can't let these monsters get to the farm. Kickback thinks there will be more food for them to devour at the farm, and Shrapnel tells them to transform this food they have here into energy. Bombshell does this and the Insecticons then head off to find the farm.

At the Autobot HQ, Spike picks up an S.O.S. from Bali. Sparkplug listens to it, and says people are being attacked by gigantic robot insects. Skyfire says his exterminator service is on the way, as he, Brawn, Windcharger, Bumblebee and Spike prepare to leave. Before they go, Spike tells his Dad to radio Optimus Prime, as he thinks they'll need all the help they can get.

Meanwhile, Megatron has found out about the giant insects from Laserbeak, and heads out with a small team of Decepticons to Bali. They enter Demon Swap, and Megatron has Soundwave send Ravage out. Ravage is quickly on to something and leads the Decepticons to what Thundercracker thinks is a home for giant bugs.

Megatron tells him that's not so, and rips off some of the foliage to reveal a Decepticon insignia. He reveals that this is a Decepticon escape module, which had been launched before their old starship crashed on Earth over 4 million years ago. Thundercracker realizes these giant bugs are Decepticons like them, and their idento-computers adapted them for life on Earth by turning them into Insecticons. Meanwhile, the Insecticons have found the farm, and start their attack.

Optimus Prime and a group of Autobots are also on the way to Bali, but get in a jam when they encounter a village celebration festival, and can't make any more progress on their current route. Sideswipe suggests a shortcut and leads everyone away, only for them to arrive at a dead end. Making the best of a bad situation, he tells the Autobots that if they can't go through those villagers, they can go under them!

The Insecticons land in the fields, and the workers there run away. One ditches his combine harvester before he runs, and as the vehicle approaches, Kickback kicks it and blows it up. Shrapnel tells him to restrain himself, as they're here to feed, not to play. But they then notice Skyfire heading in.

They transform and decide to give their visitors a fatal welcome by shooting at them with flame blasts. The Autobots manage to avoid getting burned, and Brawn says this fire can't singe their steel. Windcharger doesn't think these bugs are anything special, and Skyfire says they've got them outgunned and outnumbered.

Bombshell tells them they don't have them outsmarted, and fires a special "insecta-shell" at the destroyed combine harvester. This sends scrap metal everywhere, to which Shrapnel and Kickback use their electronic clone beams...

...to make a clone army of Insecticons! Brawn thinks these new clones are just optical illusions... he hopes. But it turns out that's not the case when he gets blasted, and the other Autobots scramble when the clones fire at them.

Kickback attacks Skyfire, kicking him hard and sending him flying back. The Insecticons say this is no illusion and move in for the kill, so the Autobots retreat into the crop fields.

Bombshell says the cowards have hidden, but Shrapnel says they won't be hidden for long. He fires a bomb above the field, which explodes and sends out metal spikes everywhere. Windcharger generates a repulsor field that protects everyone from the spikes, but the crops around them are destroyed, giving away the Autobot's location.

To make things even worse, Megatron's group arrive and immediately go to the Insecticons. Skyfire says he can't fly them out of here, as Kickback's attack has damaged his transform circuits. Meanwhile, Shrapnel says he doesn't know the Decepticons, but he feels a kinship with them. Megatron says it was Decepticon science that generated the Insecticons, just as it generated them. Shrapnel tells him in that case, it's his honor to ask for their help in destroying the animated scrap piles. Megatron sees they are talking about the Autobots, and says he accepts with pleasure.

Sideswipe is still tunneling, but is making slow progress. Prime tells him to stand back, it's his turn. He transforms and rams through the rocks, creating a new tunnel that the rest of the Autobots move through. They quickly arrive to help the other Autobots.

Sunstreaker and Sideswipe lead the attack, and knock back the Insecticons before taking on Megatron. He easily knocks them back as Spike tells Prime and the others he's glad to see them. Prime orders the Autobots to attack.

They all open fire and the Decepticons fire back, but Megatron tells his forces and the Insecticons to take to the air. He says that there is an oil refinery awaits their pleasure, once they've taken its power, they'll deal with their enemies once and for all.

Wheeljack fixes Skyfire, allowing him to transform again. He does so and takes off, telling the Autobots that he'll keep an eye on the Decepticons from the sky. The Autobots transform and roll out after the Decepticons. Soundwave picks up Skyfire on his sensors, so Megatron tells the Insecticons to go and deal with him whilst they take care of their clones.

Bombshell and Shrapnel clamp down onto Skyfire's wings, making him lose control and enter a dive. The Autobots see that Skyfire is in trouble, but Wheeljack heads up to help him.

Wheeljack fires a couple of missiles at the Insecticons, hitting them both and forcing them off Skyfire. However he then gets kicked by Kickback, and plummets back to the Earth, but is saved by Optimus Prime.

Meanwhile, the Decepticons have arrived at the oil refinery, and start filling up energon cubes. The Autobots are still on the way but are followed by the Insecticons, as Shrapnel says he'll use his override waves. He hits Sideswipe and Sunstreaker with the waves, and is able to control the two.

He tries to drive them straight into the other Autobots, who just about manage to get out of the way. He's about to make them do it again when Trailbreaker emits a force field which interrupts his override waves, breaking his control over Sideswipe and Sunstreaker.

The Insecticons decide they've wasted enough time with the Autobots, and head to the oil refinery. They land and Megatron sees them, and they tell him it looks like he's been busy. He says he's sure fighting Autobots have given then an appetite, and points them towards an oil tanker. He tells them to gnaw a hole in the side of the tanker and drink the cool, refreshing oil.

They do so and start drinking the oil, which results in a lot of it spilling into the sea. Skyfire then arrives and dives down, knocking Bombshell and Kickback off the tanker. The other Autobots then arrive and transform, and a battle begins.

Prime, Wheeljack and Brawn take cover behind some crates, but Shrapnel uses a grenade which forces the 3 Autobots into the water. Thundercracker confronts them and uses his flamethrower, but the Autobots quickly dive and get under him. They push up, breaking up part of the pier and sending Thundercracker flying.

Prime sees the oil tanker has caught on fire and gets Ironhide to put it out. As the battle continues, Kickback sees storm clouds are passing over them and says the day has been won. Megatron wants to know what he's talking about, and Bombshell explains this means the end of the Autobots. He fires a shell into the clouds, which starts up a storm. Megatron says their enemy is on the ground, not in the sky.

Shrapnel says their weapon is in the clouds, and Bombshell's explosion has brought it to them. He demonstrates by harvesting the power of the lightning, and uses it as a weapon that knocks some of the Autobots back. Bumblebee says there must be something they can do and Spike says there is. He tells Bumblebee to transform.

Prime tells the two to stay back, as they'll be destroyed, but they drive forward regardless. Shrapnel uses his lightning attack on them, but is surprised when he sees it has no effect!

Spike explains to the Autobots that rubber tires are insulation, and the lightning can't hurt them when they're rolling on them. With this information, the Autobots quickly counter-attack, and suddenly the tables have been turned on the Insecticons.

Megatron thinks so much for weapons from the sky, but he's got the most powerful weapon floating in the sea. He heads over to the oil tanker and shoots at it, causing it to catch fire again. He then pushes the tanker towards the refinery, hoping it will make the place go up -the Autobots will never know what hit them! But before he can, Prime jumps into the water and stops the tanker, pushing it back so it goes onto its side.

Trailbreaker is watching the tanker when he hears Spike calling for help. He turns around and sees Spike and Bumblebee have been surrounded by Insecticon clones, but he uses his force field to cut off Shrapnel's control beams. Shrapnel says the clones are doomed!

Sure enough, the Insecticon clones simply vanish. Back in the sea, Prime picks up the entire tanker and hurls it at Megatron.

Bombshell thinks they might have picked the wrong ally in Megatron, but Shrapnel says Insecticons need no allies -they can preserve themselves! They transform and land on the energon cubes and start to consume them, saying they've earned this. Megatron sees this and calls them traitors, they'd befriended them, but now they are stealing their power source!

He tells the Decepticons to forget about the Autobots, and to destroy the Insecticons instead. The Insecticons fly away and the Decepticons go after them, leaving the Autobots behind. Bumblebee says that, for once, he wishes Megatron the best of luck. Prime says that unfortunately, the Insecticons are still Decepticons, and Wheeljack says that as they have the same engineering, they won't stay enemies for long. Prime says the Insecticons will be back, and when they return...

...Bumblebee says they'd better watch out, as Spike says they'll be ready for them! Prime tells Spike that that was spoken like a true Autobot. Spike asks if he really means it, and Wheeljack suggests he could come up with a vehicle transform for him -maybe a motorcycle? That'd be something new! Spike says they'd better wait until he's old enough to drive.


-SCRIPT DIFFERENCES: Click here for details.

-This episode aired very late on in 1984, but the Insecticon toys, like several other characters introduced in this season, wouldn't be available to buy until 1985.

-Megatron claims that the Insecticons were on their ship, but none of them can be seen on it back in this episode. And then Shrapnel says he doesn't know Megatron. I guess they were both having memory problems.

-After a fairly decent showing in The Ultimate Doom, Skyfire goes back to being not very durable. Just one attack from Kickback is enough to damage him!

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