At the Autobot HQ, Teletraan I reports that a group of Decepticons are approaching. As Optimus Prime and the Autobots roll out, they are attacked by Starscream, Thundercracker and Skywarp.

Nearby, Soundwave sends out Laserbeak and Rumble, and tells them to distract the Autobots. Laserbeak crashes into Prowl, but gets grounded when Prowl fires a line onto him that keeps him out of the way for a little while.

Prime save Ratchet from a missile Skywarp fires at them, but Rumble then appears and creates a quake. This cracks apart the land, and the 2 Autobots fall down.

Elsewhere, Megatron and Starscream are hanging back. Megatron has Starscream use an invisibility spray, which Megatron says will give them the perfect cover for this operation. Megatron sprays Starscream, and the two head into the Autobot HQ undetected.

They go up to the Autobot's recharging chambers, and Megatron has Starscream pass him the personality destabilizer. Megatron places it inside the chamber's computer and tells Starscream to leave, before the invisibility spray wears off.

They head out and Megatron says that tomorrow when the Autobots recharge their energizers, they'll experience a transformation they won't expect! Meanwhile, Prime and Ratchet surprise Rumble when they jump up to him, but suddenly Megatron tells the Decepticons to abandon their attack, as their mission is accomplished.

The Autobots are a bit confused as to what just happened, as hit and run isn't Megatron's style. Prowl thinks they responded so quickly, Megatron didn't have time to achieve whatever it was he wanted to do. Prime says there is always a method to his madness, and whatever it was this time, he's sure it won't do them any good. The next morning, the Autobots use their recharging chambers.

They go to Teletraan I, and the computer tells them about a rocket launch at Harding Space Center. The rocket has a new solar powered satellite aboard it, which has been designed to provide unlimited energy to the world. Prime tells the Autobots that the Decepticons will stop at nothing to get that satellite, so they've got to get to the launch site to protect... Prime's eyes suddenly go red. And Brawn says he feels very strange, when suddenly his eyes, along with all of the other Autobots, turn red as well!

Teletraan I says an evil presence is now infiltrating the Autobot HQ, and Megatron contacts the computer to tell it about what he's done. Teletraan I says the Autobots are noble and his plan will never succeed, but Megatron begs to differ, and tells the Autobots to silence the annoying computer. Optimus Prime punches Teletraan I, shutting it down. Megatron then gives the Autobots some orders.

Jazz, Bumblebee, Spike and Sparkplug are on their way back to the Autobot HQ, having been away to install a new sound system into Jazz. Jazz suddenly stops when he says this is the perfect place for him to test out his new speakers. Bumblebee decides he'd rather go home, and tells the others he'll catch them later. He arrives at the HQ, but nobody seems to be around.

Bluestreak appears and says he looks tired, so he should recharge. Bumblebee sees what's happened to Teletraan I, but Bluestreak grabs him and says he should recharge immediately. Back outside, Jazz's new speakers create such a loud noise that part of a cliff begins to break away.

Jazz says it's rock and roll with real rocks, but Sparkplug says it's an avalanche. The two humans get into Jazz and head back to the HQ. Meanwhile, Bluestreak forces Bumblebee into one of the chambers, just as Jazz arrives and asks what's happening.

Bluestreak fires at him, forcing him to take cover. Jazz throws something at him which happens to hit his reset relay, taking him out.

Sparkplug says he'll be out for a while, and they get Bumblebee out of the chamber. Sparkplug fixes up Teletraan I, and they find out that Megatron has altered the Autobot's personalities.

They also find out that all of the Autobots have had their personalities changed. Elsewhere, Optimus Prime leads the Autobots to an Air Force base, where they transform and begin wrecking the jets.

Back at the HQ, Teletraan I informs everyone that Optimus Prime is leading an attack on the Air Force base. Bumblebee wants to stop them, but Jazz says they can't fight their friends. Spike says they can't sit back and watch either, so he and Bumblebee head out. Meanwhile, Ratchet and Hound are on a separate mission. Megatron has ordered them to seize the plans for the solar satellite.

The person who has these plans is Doctor Harding, who is on a call with the rocket launch team. She's been invited to watch the launch of her solar satellite from the command bunker, and says she's on her way, but then she gets a warning that a party of enemy Autobots is attacking the building! She grabs the plans for the satellite, just as Ratchet and Hound knock down the door.

She throws a chair through a window and before Ratchet can grab her, jumps out, landing safely on a parasol. Ratchet sees she's escaped with the plans, and tells Hound they must go after her.

Back at the Air Force base, the Autobots are still breaking things when Bumblebee and Spike arrive. Spike tells some soldiers that the Autobots are acting under Decepticon control, as Bumblebee runs up to Optimus Prime and tells him to stop.

Prime slaps him out of the way without saying a word. Meanwhile, at the rocket launch site, a technician is on a call with someone saying they will have to abort the launch, as their air and ground support has been destroyed. However Megatron smashes down a wall and tells him he wouldn't do that if he was him.

He destroys some of the computers and has Soundwave reprogram the main computer. He then says nothing can stop the launch now, and he'll soon have enough power to dominate the universe. He heads outside and says the Autobots failed to get the solar satellite plans, but it doesn't matter. In 2 Earth hours, they'll be aboard that rocket and on their way to Cybertron, and the secret to perpetual energy will be theirs!

At the Autobot HQ, Sparkplug has come up with an attitude exchanger. He explains that it can drain the destabilizing energy away from an Autobot, at the same time recharging them with purifying ions. All they need to do now is to test it on somebody. Just then Bluestreak comes back online and Jazz says they've got a volunteer. Jazz distracts Bluestreak with a light show...

...which blinds him and gives Sparkplug enough time to attach the exchanger. Within seconds, the exchanger does its thing, and Bluestreak returns to normal. He remembers Megatron's orders, and that Ratchet and Hound were sent to Doctor Harding's lab for some kind of plans. Sparkplug says they'll worry about that later, right now they need to make more attitude exchangers, and save the rest of the Autobots.

Hound has tracked down Harding, who has hidden herself in a dumpster. Hound trashes one and is about to do the same to the other, when Jazz appears. Harding sees him, but Hound then picks up the dumpster and throws it at Jazz. Jazz avoids it and it crashes into a wall, allowing Harding to run off.

Sparkplug attaches an exchanger to Hound, changing him back to good. Harding hasn't gotten very far before encountering Ratchet, but Jazz places an exchanger on him before he can do anything to her, changing him back to normal. Meanwhile, Prime and the other Autobots continue their rampage, and Bumblebee can't stop them.

Nearby, Skyfire encounters an Air Force plane, and decides to shoot it down. He fires a couple of missiles, and the pilots manage to jump out in time, just before their aircraft is destroyed. Jazz's group see the explosion in the air, and Ratchet says with Skyfire's speed, they may still be able to stop the Decepticons before the rocket launches.

Hound asks if the exchangers are magnetic, and finds out they are. He suggests he fires one from his particle beam gun, so Bluestreak gets Skyfire's attention by shooting at him. Skyfire turns around and heads towards them, but before he can do anything, Hound fires an exchanger at him that hits and turns him back to normal.

Skyfire lands and picks everyone up, before blasting off towards the Air Force base. At the base, Prime is about to finish off Bumblebee when the other Autobots arrive and see what's going on.

Hound fires off more exchangers that turn all of the other Autobots back to normal, but Prime drops Bumblebee and avoids taking a hit. He transforms and splits into his 3 components: himself, his trailer and Roller.

Roller heads out and the trailer activates its combat deck, the latter of which starts firing at the Autobots. Hound hits it with an exchanger, which stops it from firing...

...and also hits Roller with one. But Prime himself is still on a rampage, so Hound asks for another attitude exchanger. They've only got 1 left, and Ratchet warns if he misses, Prime is a lost cause. Bumblebee says he'll stop him, and snatches the exchanger before running up to Prime. He tells Prime he knows he's not evil, and he believes in him -he's got to fight it!

Bumblebee's words get through to Prime, who falls to his knees and begs for his help. Bumblebee attaches the exchanger, and Prime is turned back to normal. Prime tells Bumblebee he did it -he's saved him.

Jazz explains to the Autobots what Megatron's plan is. Prime says unless they can stop the rocket launch, Megatron will take the solar satellite back to Cybertron. Harding tells him the world needs the energy her satellite will deliver -it must go into orbit! Everyone boards Skyfire, who then blasts off and heads to the rocket launch site.

The Decepticons arrive at the launch site, and board the rocket. The Autobots arrive just as the rocket blasts off, so Prime and Ratchet jump out of Skyfire...

...and land on it. Ratchet starts to disconnect the satellite, so Prime can take it into orbit. But the Decepticons see them and start shooting at them. The other Autobots watch, and Sparkplug says they've got to disable that rocket so the Decepticons can't use it to escape to Cybertron. Bumblebee wonders how they can do that without hurting Optimus Prime and Ratchet. Jazz says he just might be able to swing it.

He goes out and transforms on top of Skyfire, before activating his new speakers. He puts them on full blast, creating a musical sonic boom which ruptures the rocket's fuel tanks.

Megatron sees this and tells the Decepticons to abandon the rocket, so they all jump out and retreat. Ratchet finishes his work and Prime grabs the satellite, as the 2 of them jump off. They land on Skyfire, but Prime tells him to take them up.

They get into space, and Prime throws the satellite, sending it into orbit. The Autobots head back to their HQ, and Ratchet shows them Megatron's personality destabilizer. Prime says there won't be any more trouble thanks to him, and especially thanks to Bumblebee.

Ratchet gets grumpy with Bumblebee getting most of the credit, as he was the one who saved the satellite, and came up with the idea of firing those attitude exchangers. Sparkplug then gets into an argument with him, as he was the one who made those attitude exchangers in the first place! Jazz then reminds them of the Air Force jets that got trashed, that they need to fix! Spike says that's all they'll be doing for the next few weeks.

NOTES

-This episode was written by David Wise, his first Transformers episode. He would go on to write several more episodes of season 2, and all of season 4.