Spike and Chip are watching a race. They think it's great, but Chip think it would be really terrific if the Autobots were in it, like a big race for charity. They wonder if Optimus Prime would go for it, just as Bumblebee arrives to pick them up. They ask him about racing, and he's ok with it -so long as it's under the speed limit.

Elsewhere, the Constructicons are busy finishing Megatron's new weapon: the transfixatron. Just then Laserbeak arrives back from his mission of spying on the humans. Soundwave plays back his findings, and the Decepticons hear about Spike and Chip's Autobot race idea. Megatron says he'll make good use of this information -after he's tested the transfixatron.

Starscream thinks the transfixatron is a waste of time, time Megatron could have spent leading them against the Autobots. He doesn't even think the transfixatron will work, so Megatron decides to find out. He orders Starscream to transform, but Starscream is reluctant. Megatron says what's a test without a guinea pigatron? He tells Starscream to transform again, and he does.

Megatron says they'll find out if it works, and fires it at Starscream. The shot hits him, but Starscream says he feels nothing -so his precious invention is high tech garbage. Megatron tells him to transform back to his root form and come back, but Starscream finds that he can't do it -he can't transform! He wonders what he's done to him, so Megatron explains: he's transfixed him in his present state, and he'll stay that way until he's freed from it.

Megatron wonders if he should leave him as a jet plane forever, but after Starscream begs and begs to be spared such a fate, Megatron reverses the transfixatron's effect. He says he'll use the transfixatron against the Autobots, and orders the Constructicons to begin production of the second device.

At the Autobot HQ, Spike and Chip explain to Optimus Prime about their idea. Prime says it is a worthy cause, and things have been rather inactive lately. Most of the other Autobots are positive about it, Ironhide wants some action whilst Sunstreaker says a large audience are sure to enjoy his performance. Huffer thinks it's a waste of energy, and Brawn is about to shut him up when he realizes some of them will need to stay behind to guard their HQ. So whilst Brawn, Huffer, Wheeljack and Ratchet stay behind...

...all of the other Autobots head off to the race circuit. A large crowd of people have turned up to watch the race, and Prime tells the Autobots to give them a show they'll never forget. As everyone transforms, Spike, Chip and Bumblebee watch from the sidelines. The race starts and all of the Autobots drive off, with Jazz, Mirage and Sunstreaker taking the front positions.

Meanwhile, the Decepticons move out, leaving the Constructicons to build the other device. Long Haul wishes he could have gone with the Decepticons, as he wanted to fight, but Bonecrusher tells him once their new device is ready, it'll wreck the Autobots good -they won't know what hit them! The Decepticons arrive at the race circuit, and Skywarp teleports above the Autobots.

He fires the transfixatron and successfully hit all of the Autobots. Spike, Chip and Bumblebee see the blast, but they aren't sure about what just happened. Skywarp teleports back to the Decepticons, and tells Megatron he's done it. Megatron says the Autobots can no longer call themselves Transformers!

As the Autobots head down the final straight, Ironhide asks Trailbreaker if he just felt a weird jolt in his circuitry, but Trailbreaker laughs at him and says that's an interesting excuse for losing! The Autobots drive through the finish line, at such speeds they send dust everywhere, making it impossible to tell who won. But the race commentator says to the spectators are the real winners are themselves, for being able to see this whale of a show. For the next event, the Autobots are going to perform some incredible car stunts. Sunstreaker gets into position...

...as the Autobots line up before a ramp. Prime warns Sunstreaker that this is too much, he won't be able to jump over all of them. Sunstreaker tells him not to worry -when they made him, they broke the mold! He drives forward as fast as he can, and heads off the ramp, clearing several Autobots... but he realizes too late he really isn't going to make it. Thankfully Windcharger uses his magnetic field to stop him from crashing, and sets him down.

Mirage then picks something up on his scope: Decepticons! Prime orders the Autobots to transform, but they all find out that they can't! The Decepticons land, and Megatron says it seems the Autobots have a slight identity problem. He explains to them about his transfixatron, and how they will remain trapped in vehicular mode forever!

He then asks the Earth germs to kindly leave the premises, something he gets them to do by shooting lasers from his eyes at them.

With them out of the way, he says they can accomplish the purpose of their visit: the total destruction of their helpless foes. Prime says they might not be able to transform, but they aren't helpless, and tells the Autobots to roll for it. They start going in different directions, but the Decepticons shoot out their tires.

Bumblebee, Spike and Chip see what's happening. Bumblebee transforms and tells his friends to get in before the Decepticons see them, they can do more to help their friends back at HQ. Back at the battle, things get even worse for the Autobots when Thundercracker decides to turn on the heat, using incendiary blasts that cause the Autobots to overheat.

Megatron then has Soundwave finish things off by disabling all of the Autobot's radios, stopping them from contacting their HQ. With the Autobots defeated, Megatron has the Decepticons lead them away.

Back at Autobot HQ, Spike explains the situation to the remaining Autobots. Huffer says he knew the race was bad news, but would anyone listen to him? Brawn picks him up and tells him to stifle it, or he'll put his footio in his audio. Chip says it's not over yet, as they've still got Teletraan I. He feeds data about the Autobot's transforming process data, as maybe it can tell them what went wrong.

Teletraan I reads the data and Wheeljack says according to the figures, the only thing that could prevent transformation is some kind of transfixation ray. Spike thinks Megatron has come up with such a thing, and Wheeljack thinks they can counter its effect with an ultra-frequency ray. He tells Ratchet to get some tools.

The Decepticons take the Autobots back to where the Constructicons are. The Constructicons have finished building their new device: a crusher. Megatron decides to give the Autobots a demonstration of their fate, and has a test object placed down. The crusher grabs it and breaks it apart with ease. As this is going on, Hound sends out a signal.

The signal is displayed at the Autobot HQ as a hologram, showing the Autobots there where they are. Chip uses Teletraan I to get a fix on Hound's exact location. But the signal gets cut off when Soundwave notices what Hound is doing, and destroys his transmitter.

The crusher finishes munching up the test object, and Megatron obtains what's left: a small square of metal. He thinks it's charming, as the Autobot's remains will take up very little room on the scrap heap. He orders Long Haul and Scrapper to put Ironhide in the cruncher first. The Autobots try to protect Ironhide by circling him, but the Constructicons put a stop to that by throwing them away.

They soon get Ironhide and put him into position. Back at the Autobot HQ, Wheeljack finishes his new device: a grenade that, if he's right, should release energy rays that will counter Megatron's transfixation. Huffer warns that if he's wrong... Wheeljack says they might do more harm that what's already been done. Ratchet wants to test it, but Spike says there isn't time. Huffer moans that they'll be outnumbered, causing Brawn to question if he's turning yellow.

Ratchet says Brawn is right, if this can save their friends, they've got to take the chance. They transform and head off. Meanwhile, Ironhide is about to be put into the crusher, when Prime has an idea to cause a distraction. He sends out Roller from his trailer...

...and soon the Decepticons are busy trying to shoot it. With all of them distracted, Prime uses this as a chance to ram into the crusher. He hits it and it drops Ironhide, but Megatron then shoots at them.

Just then, Ratchet's team show up and transform. The Decepticons see them and attack, causing Wheeljack to run off with the grenade. He shoots down Thundercracker...

...but is then hit by one of Skywarp's heat-seeking missiles, causing him to drop the grenade. Spike catches it, but is then fired at by Soundwave. He throws it to Chip, who catches it...

...and rolls down a hill to get closer to the Autobots. He throws it at them just as Ravage pounces at him, but it's too late -the grenade explodes, and the Autobots find that they can all transform again! Megatron sees this and tells the Constructicons to end this charade now.

The Constructicons transform and unite into Devastator. The Autobots start to fight him, but their efforts are useless as Devastator doesn't react to anything they fire at him. He uses some finger lasers to send several of them flying. Prime and Ironhide open fire...

...but again, they can't harm Devastator, who picks them up and tosses them into some buildings. Wheeljack finds Cliffjumper and says there must be some way to whip that tower of scrap. He then sees the unguarded transfixatron, and asks Cliffjumper for some assistance.

Working together, they fire the transfixatron at Devastator. Devastator gets hit and says he feels strange, and he can't maintain his transformation! He breaks apart into the six individual Constructicons.

Megatron says it's not possible: Devastator has been beaten! Ironhide says now they'll beat them, and the Decepticons see that they are outnumbered. Starscream guesses it's time for them to retreat, which is exactly what they do.

Prime gives Ironhide and Trailbreaker the honor of smashing the transfixatron, which they do, causing it to explode. Prime says they can head back to HQ for rest, recovery and, as a frustrated Ratchet says, repairs, repairs, repairs! Sometimes being an automotive genius isn't all it's cracked up to be!


-This is the second episode AKOM animated, and it's just as lousy as the first. It also debuts AKOM's bad habit of using character models as background filler that they shouldn't, for example in this episode Shockwave can be seen in the background a couple of times when he probably shouldn't be there (he's meant to be on Cybertron). This gets a lot worse in season 3, so more on that later. It also continues AKOM's habit of using different colors than other animation studios, such as giving Chip a blue jacket instead of his usual brown.

-When Megatron shoots at the spectators, one kid is wearing a Spider-Man shirt:

The kid always keeps his arm in front of his shirt so you can't clearly see all of Spider-Man's head at any point. Whether this was a reference to the fact that Spider-Man had previously appeared in an issue of the Marvel Transformers comic is unknown.

-Devastator seems to have been buffed up a bit -in his previous two appearances, Prime just had to blast him once to break him apart, but in this episode laser fire can't harm him.

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