At the Experimental Energy Research Laboratory, two scientists are happy that their new electro-cells seem to be working, and will solve all of the world's energy problems. But until they are stabilized, the cells could explode at any moment. Just then, Starscream and Skywarp arrive and start ripping apart the ceiling.

Starscream thinks the electro-cells will make a wonderful gift for Megatron and goes to grab them, pushing the scientists away. Megatron then appears and tells Starscream to stand back, as these electro-cells won't be able to stand his heavy-handed mauling. He then retrieves them carefully himself, wanting to use them to destroy the Autobots. The scientists latch on and try to warn him about how dangerous the cells are, but they fall off.

Megatron passes the cells to Skywarp and tells him to exercise extreme caution. He decides he doesn't want any more electro-cells to be created, and transforms. Starscream shoots the place up, forcing the scientists to run for their lives.

At the Autobot HQ, Cliffjumper returns and says that he's located the missing electro-cells. They are in the same area that Mirage patrolled yesterday! Mirage says that's impossible, as he would have picked up a reading on them for sure. Cliffjumper says perhaps he did, but maybe he kept it quiet? Optimus Prime tells him they don't want bad feelings, just the electro-cells.

The Autobots transform and roll out. Not far away, the Decepticons have setup some kind of energy converting installation, but Starscream gets irritated. He thinks megatron is delaying things, and says he would have had the energon cubes filled up and the Autobots destroyed by now if he was in charge. Megatron says he wants to make sure this failsafe device works before doing anything, as he doesn't want to risk the electro-cells exploding. Starscream asks where his courage is...

...and decides to test things himself. He activates the converter, and the electro-cells have some of their energy sent into energon cubes. It seems everything is working, but after a few seconds, the cubes suddenly get drained, and part of the installation explodes, knocking Starscream down.

Megatron gets knocked down as well, but thankfully for them the installation seems to stabilize. Megatron isn't happy and tells Starscream he must pay the price for his insolence. As this is going on, the Autobots arrive at the top of the cliff, and see the Decepticons in the valley below.

Prime tells the Autobots to move in, and they leap down. They are spotted by Laserbeak, who reports it to Soundwave, who in turn tells Megatron. Megatron spares Starscream for now and tells Soundwave to contact the Insecticons, who are nearby. He tells him to let them know they'll be a special reward for them if they help. Meanwhile, the Autobots are still moving towards the installation. Cliffjumper tells Mirage to try and remember which side he's on.

Prime tells him to keep his mind on the Decepticons, to which Cliffjumper says that's just what he's doing! The Autobots move in and split up, and Cliffjumper finds and electro-cell. But Starscream finds him and blasts him back. He's about to fire again when Cliffjumper tells Prime to jump him!

This is just a ruse that Starscream falls for, allowing Cliffjumper to blast Starscream. Nearby, Mirage fights with Skywarp, and manages to throw him. They continue to grapple on the ground, but then the Insecticons show up and shoot Mirage off.

As he falls, Mirage tears of one of Skywarp's Decepticon insignias. Meanwhile Prime confronts Megatron, telling him to release the electro-cells. Megatron says he possess them -therefore he owns them! Kickback then attacks, and hits Prime with a laser blast.

Prime gets knocked down, as Shrapnel fires on Cliffjumper. However Cliffjumper jumps out of the way, resulting in some of Shrapnel's laser blasts hitting the installation, sending it into overload. Megatron yells that the electro-cells are going to explode!

He knocks Starscream out of the way and fires nitrogen from his cannon to smother the flames and cool things down. Meanwhile, the Autobots regroup, and Prime asks if Mirage can still transform. He says he thinks he can, and Prime says they can't risk further combat so close to the electro-cells. For now they are to retreat to their HQ, so they transform and roll out. Prime tells Megatron they'll be back.

At the Autobot HQ, Ratchet fixes up Mirage. Cliffjumper complains that they would have had the cells yesterday, if Mirage had reported them in the first place! Mirage says he's already told him -they weren't there before. Cliffjumper still thinks they were, but Mirage just didn't report it. Prime tells Cliffjumper to hold it, and until he can back up his claims with proof, he's taking Mirage's word. He tells him to go to the ridge and maintain surveillance of the electro-cells.

As the Autobots leave, Ratchet tells Mirage to rest for now. But as they go, Mirage says he doesn't need rest, and sneaks out by himself. He heads to the Insecticon's base, and sees they the Insecticons are inside, complaining about the reward Megatron gave them.

Bombshell isn't pleased that Megatron only gave them 2 measly energon cubes, although Kickback thinks it's pretty good. Shrapnel says it isn't when they know Megatron has so many more. As they leave the room, Mirage turns invisible and goes inside. He picks up the 2 energon cubes and steals them, whilst also dropping the Decepticon insignia he ripped off earlier.

He gets out of the base without being detected, and turns visible again before transforming and driving off with the cubes. He heads back to the Decepticon's installation, and transforms back to robot mode, carrying the cubes. But as he heads towards it, he doesn't realize that he's been seen by Cliffjumper, who immediately says it's just what he'd suspected: Mirage is helping the Decepticons! He points his gun at him.

Cliffjumper says he could never fire on another Autobot, but Mirage is no longer one of them. Before he can fire, he notices that the Insecticons are on their way. Mirage also notices them and says it's perfect -his plan is working already. The Insecticons yell that the Decepticons have robbed them, and they will take back what they are owed and more! Mirage turns invisible again.

Cliffjumper loses track of Mirage, but then gets another problem: Starscream. Before Starscream can fire, Cliffjumper transforms and rams into him. Cliffjumper races away, and Mirage turns visible again to see the Insecticons landing nearby. As he does this, Megatron and Starscream see him, and start shooting.

They miss and their blasts strike near the Insecticons, who immediately assume it's a Decepticons ambush. They take off, transform and start firing back. Megatron assumes the Insecticons have come here to try and steal his electro-cells, so he orders the Decepticons to attack them.

Shrapnel fires one of his spike-filled bombs, and one of the spikes happens to hit Mirage, taking him down. The Insecticons see him and Bombshell says they can make use of him. He fires a cerebro-shell into the Autobot's head, which will compel him to only obey the Insecticons.

Bombshell tells their new slave to stand up, which he does. He then tells him to select a target and fire. Mirage targets Skywarp and fires a missile at him, which hits.

Cliffjumper returns to the Autobot HQ and tells Prime and Ratchet about what he saw Mirage do. He clearly saw him with 2 energon cubes, and whilst he doesn't know where he got them from, it's clear he's a traitor. They need to put him out of commission fast! Prime says they need to go to the installation and get those electro-cells. Then they'll find Mirage and hear his side of the story. The Autobots transform and roll for it.

Back at the installation, Megatron corners Bombshell and comments on his new toy -one he won't be able to play with for long. He accuses Bombshell of coming here to steal the electro-cells, even though they'd already been given energon cubes. Bombshell says the cubes were enough, but the Decepticons stole them back! He explains about the Decepticon insignia being left right where their cubes had been. Megatron realizes this Autobot ripped off that insignia during the battle, and that this misunderstanding has all been caused by an Autobot trick. Bombshell realizes the Decepticons wouldn't betray them at the moment, as they want the Insecticons to help them destroy the Autobots. They tell their forces to put down their weapons and cease combat.

Bombshell is about to destroy Mirage, but Megatron stops him, as has a plan to use him against the Autobots. A little later, Prime's group arrive back at the installation, but it appears to be deserted. Cliffjumper says the Insecticons were there, but Mirage then appears and says he got rid of them, and their friends retreated. Cliffjumper thinks he's telling more lies, but Prime hears him out.

Mirage explains what he did with the energon cubes, and how it was all part of his plan. He says the Insecticons fled and the Decepticons chased them, so now they can get the electro-cells. Cliffjumper says this is a trap, but Prime says they must check it out. The Autobots transform and head down to the installation.

But as soon as they do, the Decepticons appear and start firing at them. And to make things worse, Mirage transforms and starts firing on them as well! Another battle begins, and Cliffjumper goes out of his way to take on Mirage, punching him in the face.

He picks him up and throws him. Bombshell runs up to the deactivated Mirage and yells at him to stand up, but he doesn't respond. Bombshell decides to blast him to pieces, but this has all been seen by Ratchet, who fires at the Insecticon and makes him retreat.

Ratchet checks out Mirage and finds the cerebro-shell. Prime sees it and realizes it was no wonder Mirage did what he did -as Ratchet states it was Bombshell who was controlling him. Cliffjumper hears this and realizes Mirage isn't a traitor.

The Autobots regroup and see that the Decepticons are waiting. Prime tells the Autobots to cover him, as he's going to go for the electro-cells. They start firing and Prime starts running, but as he heads inside the installation, Megatron confronts him.

Prime tells him he's lost as the other Autobots surround him, but Megatron says that if he can't have the electro-cells, no one can! He starts shooting wildly and repeatedly, striking several different parts of the installation. It begins to go up... a series of explosions that send the Decepticons flying, and the Insecticons into a retreat. The Autobots transform and get out of there, as Megatron collapses, surrounded by flames, weakly speaking that the electro-cells were meant for him.

Back at the Autobot HQ, Prime apologizes to the scientists, knowing that the loss of the electro-cells was a serious blow to their research. They says he did what had to be done, and at least the chain-reaction didn't harm the Earth. And thanks to him and the Autobots, the Decepticons failed to harvest the energy from the cells. Elsewhere, Ratchet finishes repairing the hole the cerebro-shell put in Mirage's head.

Cliffjumper says he has just one thing to say to him -move over! He falls on top of him and says he has a hole in his head that needs repairing too!


-This episodes marks the return of the Insecticons. It appears that they don't stay at the Decepticon's underwater HQ, and have their own base on dry land instead.

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