In New York City, Laserbeak blasts a certain manhole cover and dives down into the sewers. He arrives at a secret underground Decepticon base, that the Constructicons have created. Inside the base, the Constructicons are busy getting things ready, but Scrapper complains his team botched up the plans he made for their new base.

Megatron silences them, as he wants them working, not nagging at each other. Soundwave tells Megatron that Laserbeak has reported there are no Autobots in the area, so Scavenger is told to carry on. Scavenger starts bashing a certain area...

...whilst Bonecrusher and Long Haul remove the debris. Long Haul complains that all he ever does is remove, he didn't join the organization to be a dump truck. Mixmaster blasts some acid at the section Scavenger was working on, which causes something incredible to happen in the city: the Empire State Building starts to sink!

The disappearance of the building gets reported on the news, and is soon picked up by Teletraan I. Optimus Prime believes this is Megatron's work, and tells the Autobots if they don't get to New York City fast, there won't be a city left to get to! He and a group of Autobots head out. Prime tells Sparkplug, who stays behind at the base, to contact Wheeljack and tell him and the others to meet them in Central Park.

Wheeljack's group head to the city via water, but they are spotted by Laserbeak, who immediately heads off to warn the Decepticons. Meanwhile, Optimus Prime's group arrive in the city, and they head to Central Park.

At the Decepticon base, the Empire State Building is being converted into a fortress. Megatron finds out about Prime and the others heading to Central Park, and tells Scavenger and Long Haul that their special talents are required for a welcome that the Autobots will find terminal! Meanwhile, Prime's group arrive at Central Park.

They are immediately confronted by Rumble and Frenzy, who start causing quakes that make Ironhide fall down. As a battle begins, Scavenger figures out Optimus Prime's exact location, and starts bashing the ceiling. Prime throws Soundwave...

...but then falls thanks to Scavenger destroying the ground he's on. He lands in Long Haul, and Megatron quickly uses a device to sever Prime's motor relays. He welcomes him to the wonderful world of suspended animation!

Megatron then flies up and tells the Autobots if they ever want to see their beloved leader again, they'll leave immediately! From now on Optimus Prime and this city belong to him! As the Autobots back off, the Decepticons gather as Megatron tells them he wants them to see his new HQ: the city of New Cybertron! What was the Empire State Building is raised back up, but it has been converted into a fortress. Megatron warns the Autobots that if they interfere, he'll melt Prime down for paperclips.

The Autobots head out of the city, and see that the humans are also evacuating. Spike says they'll somehow find a way to stop the Decepticons, but Hound isn't sure how they can do it with Prime's life in danger. Spike seems to have an idea, and has the Autobots take a detour.

Megatron tells Prime soon the rest of North America will fall to him, but even though he's immobilized, he still worries him. He tells Hook to dissemble Prime, which he does by cutting him up with a laser sword. Prime's broken up parts are dumped in front of Megatron.

He takes his head, but Prime says as long as power flows through any of his circuits, he'll fight him. Using some kind of energy link, he is able to move his hands and push Megatron over. Megatron gets up and tells the Constructicons to dispose of Prime's parts anyway they choose, but he's keeping the head.

Spike, Bumblebee, Ratchet, Hound and Mirage head into the waters, and see an entrance to the sewers. They head in and so far things are good, but Ratchet warns if Megatron finds them, Prime is done for. Mirage says he'd better not find them, and tells them he'll scout ahead. He turns invisible, whilst Hound keeps a track of him with his sensors.

The Constructicons have used up most of Prime's parts in a creative manner, and Scrapper has a good idea for where they can put one of his arms. They head back up to the city. Back in the sewers, Hound says that his sensors are showing that Prime isn't in front of them any more, somehow he's gotten behind them. Mirage reappears and says it looks good ahead, but miserable back over there... he points out a big metal beast is heading right towards them! The Autobots retreat to a subway, and Bumblebee says they'll have to fight here, but Hound says the noise will alert the Decepticons. He rips off the door to one of the subway trains and comes up with a plan. He, Mirage and Ratchet move out of the way, leaving Bumblebee and Spike to lure the Alligaticon towards them. They get on the train, and the Alligaticon follows them in.

They get out at the other end and tell Ratchet to do it now. He gets the subway's power working, and the train starts to move. Hound pulls a lever to send the train away from them, and with the Alligaticon out of the way, Spike says they can now find Prime.

Outside, Megatron tells the Constructicons to work faster, as he wants to see his city completed. The other Decepticons help out, and Starscream tells Reflector that, although it sickens him to say it, but this one time he has to hand it to Megatron: this place is finally starting to feel like home.

Hound's group locate Prime... only to find it's just his head. Ratchet hooks a wire back up and Prime comes back online. He explains what happened and that he can sense his legs nearby. Spike asks if he can activate them from here, and he says he'll try. Using his link, he's able to bring his legs to them. Hound realizes why his sensors picked up Prime being behind them earlier -it's because a part of him was!

They head back and find the Alligaticon, and are able to restrain it. They bring it back up to where Bumblebee and Spike are waiting with Prime's head and legs. Ratchet immediately does some repairs, and is able to put Prime back together again, but he's still missing an arm.

He tells them his sensors are telling him his other arm is somewhere above ground. Up above, some of the other Autobots are walking around the city, but a lot of the buildings have been converted by the Decepticons, and Wheeljack says this sure isn't little old New York any more. Bluestreak then points out one of the buildings -at the top of it is Prime's missing arm!

Megatron finds out the Autobots have put Prime together, but says they won't have long to celebrate. He has Soundwave fire, and Prime's arm starts blasting at the Autobots. Prime tells everyone to scatter and transform.

Hound and Bluestreak head off, but almost immediately fall down a hole in the road. They transform and get up, only to find Frenzy heading towards them in a train at full speed.

The Autobots blast the train before it can hit them, sending Frenzy flying. Back outside, Sunstreaker, Bumblebee and Sideswipe are driving around when they are followed by more Constructicon handy work. Megatron tells Soundwave to send their battle taxis into action!

The battle taxis are armed with lasers, and they start firing at the Autobots. The Autobots are surrounded, but manage to jump over a group of the taxis. Prime sees this and says that he may not have a weapon, but he can still transform and roll!

The 3 Autobots come across gun emplacements manned by some of the Constructicons, and are fired on. They manage to avoid being hit, just as Prime comes the other way. Prime smashes through several of the battle taxis, then crashes through the gun emplacements, sending the Constructicons flying.

Prime finds Ironhide and Ratchet, and says now it's time for him to lend himself a hand, and an arm. Ironhide fires a grappling hook, which latches on to the building Prime's arm is firing from. The 3 Autobots start to climb up the building, but are seen by Megatron and Soundwave. Soundwave says the Autobots are out of cannon range. Megatron contacts Starscream, Thundercracker and Skywarp, and tells them he wants an immediate air strike.

The 3 Decepticons transform and attack from the sky, but the Autobots fire back and hit them, causing them to crash right through part of the building.

Thundercracker and Skywarp say they're damaged and want to land, but Starscream calls them cowardly weaklings and decides to go it alone. But he is intercepted by Sideswipe, who forces him to crash into the sea. Soundwave says the Autobots are getting closer, so Megatron contacts Scrapper and tells him to unleash the ultimate weapon.

The Constructicons transform and unite into Devastator. Devastator says he wants vengeance, and he wants Optimus Prime! He begins to climb the building the Autobots are on. Meanwhile, Bumblebee and Spike enter the building's control room...

...but Soundwave immediately spots them. Megatron says they're doomed and opens fire, but misses. Spike calls him Megaclutz, and Megatron is outraged he dared to insult him in his own command post. Megatron keeps firing, and one of his shows hits a control console.

Soundwave says the console is inoperative, and he can no longer maintain weapon control. Megatron tells him it doesn't matter, and to send Buzzsaw and Laserbeak out to take care of Bumblebee and Spike. As the two birds are sent out, Megatron says Devastator will destroy Prime, and he'll be master of all!

Devastator reaches the Autobots and snatches up Prime. Before Ironhide and Ratchet can fire, Devastator swipes at them with enough force to send them through the wall. He then tells Prime that his end is near!

Nearby, Wheeljack says he saw this once when he linked his databank to an Earth television transmission... he thinks it was called King Kong, and Devastator reminds him of that big baboon. He sends in some remote control helicopters that fire missiles at Devastator, but they have no effect. Hound tells Wheeljack not to let it get to him -maybe Devastator saw the same picture!

Back in the building, Ratchet and Ironhide recover and hear Megatron above them. They shoot out the ceiling, causing both Megatron and Soundwave to fall and crash through another floor.

Bumblebee and Spike make it to the top of the building, and Spike tells Prime they've broken Soundwave's control over his arm, but they are then attacked by Buzzsaw and Laserbeak. Prime says that's the news he's been waiting for, and uses his link... fire a powerful blast at Devastator. This causes Devastator to fall and drop Prime. As the two descend, Ratchet and Ironhide work together to catch Prime, but Devastator falls all the way and crashes through the floor.

The Autobots check the hole Devastator's fall has created, but the Constructicons fly out, having had to separate. Megatron says the Autobots may have destroyed their new city, but they haven't been defeated. He says he will return, as he and Soundwave retreat with the Constructicons.

Prime has his missing arm reattached, and he says it's just as it always was - like the rest of New York City. The Autobots transform and roll out.


-Unlike the first season, which was entirely animated by Toei Animation, season two has several different animation studios animate episodes. This episode was animated by a company called AKOM, who unfortunately didn't do very good work. They would thankfully only animate a total of 3 episodes for this season (with The Autobot Run and The Core being the other 2) but sadly would be heavily involved for the third season. AKOM's episodes are usually filled with very noticeable errors, and whilst Toei's episodes usually have lots of errors, AKOM's always tend to stand out a lot more. Examples in this episode include stuff like the below:

Layering errors, coloring errors, off-model characters... you name it, AKOM episodes will have it. AKOM episodes also tend to have characters doing weird little things that probably weren't in the script, such as with the above, where Megatron nicely holds his hands in a strange manner, that makes him look like a choir boy.

-This episode also sees the debit of a new character: Buzzsaw. The production bible for the series has a simple note about Buzzsaw, which is written under Laserbeak's bio:

Buzzsaw doesn't even get his own bio! It seems that, because Buzzsaw's toy came packaged free with Soundwave's toy, there was no need to advertise him in the cartoon. That's why Laserbeak was so heavily pushed throughout the first two seasons of the show, as his toy required a separate purchase. Buzzsaw would only appear in a total of just 4 episodes of the second season.

-This episode also marks the starts of some of Megatron's dumber plans that pop up this season. Watching him order Soundwave to send in the "battle taxis" is always funny.

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