The Decepticons learn that the Autobots intend to take part in a race for charity, and Megatron thinks it's the perfect time to use the Constructicon's new invention: the transfixatron. This device is able to prevent a Transformer from being able to actually transform. Meanwhile, Optimus thinks the race is a good idea, so a group of Autobots head out to the race circuit. The race begins, but the Autobots don't notice Skywarp teleporting in from above. Skywarp hits all of the Autobots on the circuit with a blast from the transfixatron.

The Decepticons then appear and easily capture the Autobots. Bumblebee, who wasn't competing in the race, heads back to Autobot HQ with Spike and Chip. Chip uses Teletraan I to figure out what the Decepticons did to the Autobots, as Wheeljack and Ratchet try to find away to undo the transfixatron's effects. Meanwhile, the Autobots are to be destroyed by another Constructicon invention: a giant crushing machine.

At the Autobot HQ, Wheeljack and Ratchet have finished work on a grenade, which if detonated near the effected Autobots, should allow them to be able to transform again. With no time to test it, the group leave the base and head off to where the rest of the Autobots are. Optimus manages to distract the Decepticons by sending out Roller, and as they start shooting at it, he drives into the crusher and destroys it. Wheeljack's group then arrive, and despite the Decepticon's best efforts to stop them, they manage to throw the grenade at the Autobots and free them from the transfixatron's effects.

Megatron has the Constructicons transform into Devastator, who is too much for the Autobots to handle. But Wheeljack and Cliffjumper use the unguarded transfixatron against him, which causes him to fall apart back into the individual Constructicons. Outnumbered, the Decepticons retreat. The Autobots then take the transfixatron and destroy it.

Notes

-This is the second episode AKOM animated, and it's just as lousy as the first. 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.

-When Chip uses Teletraan I, a strange Autobot appears briefly on the screen. His head is based on Optimus Prime's. He never makes another appearance in the series.

-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.

Errors

-As Laserbeak heads back into Soundwave, Soundwave's red eyes are misplaced on his head.
-As Megatron explains what he's done to Starscream, Shockwave can be seen in the background. Shockwave never appears in the episode again after this and he's supposed to be on Cybertron.
-When the Autobots roll for the show, Huffer can be seen among the group, even though he's supposed to be staying at the base.
-When Optimus says they aren't helpless, Ratchet can be seen driving around, but he's supposed to at the Autobot base too.
-When Thundercracker transforms, parts of his arms and his hands are colored white instead of black.
-During this shot, Wheeljack is really small compared to the rest of the Autobots.
-When Thundercracker gets hit by Wheeljack's lasers, another Thundercracker is seen next to him. This Thundercracker teleports so it's meant to be Skywarp.
-When Skywarp reappears, he's colored like Starscream.
-During this shot, Brawn is among the group of Autobots who can now transform, even though he hadn't been effected by the transfixatron in the first place.
-During this shot, a section of the transfixatron is missing, making the top part of it appear to be levitating.