It's midnight at Quantum Laboratories, the well-guarded home of America's most secret scientific inventions. A security guard finds several items left in a room, and decides to take them into lost and found. What he doesn't know is that he's taken Soundwave and Megatron into the place. Soundwave releases Laserbeak, and then transforms. He passes Laserbeak a key, to unlock a guitar case that contains Megatron.

Megatron transforms and the three head outside. They see the place is heavily guarded, so take to the air and land on a certain building. They blast a hole in the roof and head inside, where they find the most powerful computer on the planet: TORQ III.

Using a device that comes out of his head, Megatron reprograms TORQ to serve only him. He programs TORQ to have his personality, instincts and more. He then opens a small box which contains dozens of computer chips, and attaches one to a machine. TORQ is able to control the machine and make it do what he wants.

TORQ awaits further instructions from his master, and is told he shall have them. But Megatron asks him what the first action before engaging in an act of war? TORQ says it is the preparation of defenses against enemy retaliation. Megatron agrees, and tells him to put these circuit linker chips on every mechanism in the facility.

Elsewhere in the facility, Dr Paul Gates tells his friend Carl that he is worried TORQ III is too smart for them to control. He thinks the computer would potentially be capable of controlling the whole world, and what would happen if the wrong people got control of him? Carl says man's future depends of the development of sophisticated machines. TORQ is the first machine that can build other machines, such as robot welders, robot constructors, robot doors. He then realizes how late it is and decides it would be best if they went home and got some sleep. But before either of them can leave, the door suddenly slams shut and locks itself.

Paul attempts to call maintenance, only for his video phone to display TORQ III. TORQ tells him maintenance can't help him, as he controls Quantum labs now. He then ends the call. Paul takes apart his phone in an attempt to change it into something that can make long-distance transmissions. They've got to get help!

Meanwhile, Megatron, Rumble and Frenzy head out to sea, and find several oil tankers below. Rumble fires a chip at one, which puts it under TORQ's control. Megatron has Rumble fire chips at every tanker in the fleet.

At the Autobot HQ, Teletraan I tells Optimus Prime that there is unexplained change in oil tanker shipping patterns. Prime notices the tankers are all heading towards the Decepticon's undersea HQ, and Teletraan says the tankers are all carrying a vast energy supply. Paul then calls through and explains to Prime what's happened with TORQ III. Hound has heard everything, and says the whole world would be in trouble if the tankers aren't stopped. Prime decides to let him, Skyfire and Spike head to the oil tankers...

...whilst he and a group of Autobots head to Quantum labs. They arrive at the place and Prime breaks down a gate, but as soon as he does, he and the others come under attack from tanks. Wheeljack is the first to destroy one by ripping it in half, but he discovers...

...there's nobody driving. As they're only machines, the Autobots start to destroy them without having to hold back. But even though they take several down, more and more keep appearing.

The Autobots continue to battle them, but Prime decides there is only one way to deal with this, and that's to stomp it flat. He sends a signal back to their HQ to summon the Dinobots, and he hopes they can get here before they've had it. Meanwhile, more and more of TORQ's defenses arrive.

The Dinobots arrive and Grimlock says they'll help, although he mentions they always help the Autobots get out of messes they get into. The Dinobots transform and attack, and quickly batter the enemy vehicles.

Prime tells the Dinobots to follow him, as he and the other Autobots head further into the facility. Ironhide wonders which way to go when they hear someone calling for help. They see Paul and Carl trapped on the top floor of a building.

Prime gets a boost from Sludge to get them down. Paul explains that TORQ III took over the machine's controls, but the question is, why? Prime says the answer is Megatron, somehow he has reprogrammed TORQ, and is using him to steal oil tankers via remote control. Paul says that's impossible, as TORQ can't run machines that aren't designed for remote control. Sparkplug says he can now, and presents him with a chip they found on one of the tanks. Wheeljack says every vehicle that's attacked them had one of these on it.

Prime takes a look at it and says it's a remote control circuit linker. He decides to keep a hold of it and puts it in a compartment in his wrist. He and the others head to the building TORQ III is housed in, but of course the doors are locked. Prime says he has a delicate lock picking technique, and blasts the doors open. But as soon as he does, the Autobots come under fire from lasers.

Meanwhile, Skyfire, Hound and Spike fly over the ocean. They find the oil tankers, and they are all heading towards a platform. Hound realizes the Decepticons are planning on pumping all of the tanker's oil straight down to their HQ. Spike notes that the platform is protected by a force field dome. Skyfire says they can't break through that, but Spike says if they could get inside, they could put the platform out of commission. Hound has an idea, and has Skyfire land on one of the tankers.

Spike and Hound disembark and meet the tanker's Captain, who explains his ship won't respond. Hound tells him this is the doing of the Decepticons, and says if he can hide them somewhere, they'll surprise them for a change. Not long later, the platform's force field is dropped to let the tanker through.

Megatron overseas the operation, and tells his forces to prepare to cycle off another oil-filled tanker. But before they can do that, Skyfire and Hound attack. Hound shoots a pipe, causing the oil to spill, and then Skyfire shoots at Soundwave, sending him flying.

However Laserbeak swoops in from behind and captures Spike. He takes him to where the Decepticons are, and Megatron tells the Autobots to surrender at once, unless they want their friend dropped on the rocks. Hound and Skyfire throw down their guns.

Back at Quantum Laboratories, the Autobots are under attack from another one of TORQ III's machines. Prime destroys it by ripping it apart, but then even more machines drive out of the doors and attack the Autobots.

The Autobots eventually turn the tide and take all of the machines out. Sideswipe says maybe that's the last of TORQ's machine army, and Prime says there is only one way to find out. The Autobots head inside the building.

Ironhide says this is some kind of maze, but TORQ calls out to them, asking why the delay -he's waiting for them. Prime says they can't risk all going in at once, so he decides to go it alone and tells the others to wait outside, despite Prowl's warning that this is a trap.

Back at the platform, Hound, Skyfire and Spike have been locked in a room that Rumble and Ravage are guarding. Spike says they need to get out of here, as sooner or later the Autobots will show up and they'll need to help them. Skyfire asks how they can get past the Decepticons, as they've had their weapons and ammo taken, but Spike says when the time comes, he has a plan.

Meanwhile Prime is under attack by more of TORQ's machines, and takes them on. He blows one to pieces but then TORQ opens up a wall, revealing a large spider-like machine that marches towards him.

It grabs him, making him drop his gun, then places a remote control circuit linker on him. Now under TORQ III's control, he is ordered to meet his new master. TORQ tells Prime that soon, all Autobots will be his slaves, and he will be master of everything! However Prime tells him not to count on it, and removes the circuit linker chip. He reveals he was never under TORQ's control, as he slipped this dead circuit linker into his robot's hand during their fight.

TORQ orders his machines to destroy Prime, but Prime avoids them and charges forward, before delivering a powerful strike to TORQ's controls. The controls explode, and TORQ shuts down.

This causes all of his machines to also shut down. At the platform, Soundwave alerts Megatron to the fact that sensor readings with TORQ are no longer operable, so their tankers are now uncontrolled. Megatron realizes the Autobots must have got to TORQ III, but it doesn't matter. He has his own control device that he can use to control the tankers. Meanwhile, Paul lets the Autobots borrow another invention: a prototype hydrofoil. He tells them it's the fastest thing in the water. The Autobots head out to the platform.

At the platform, Spike reveals his plan: he's found an electromagnet, and tells Hound and Skyfire to stand clear. As he doesn't have a metal body, this thing is no problem for him -Megatron should have thought of that, because it's going to cost him. He goes up to part of the wall and activates the magnet, and it's able to stick Rumble and Ravage to the other side of the wall. Skyfire punches down the door, letting them escape.

Spike says the charge on the magnet will wear off after a few minutes, so Hound says they'll knock out the force dome whilst they've got the chance. They find the force field generator, which is being guarded by Frenzy. Spike and Skyfire distract Frenzy and lead him away, leaving Hound...

...with a clear and easy shot. He blows up the generator with a missile, which lowers the force field and allows the other Autobots to land on the platform. They get into a battle with the Decepticons.

Megatron runs off, and Prowl and Prime see he was holding something. Prowl thinks he's still controlling the tankers without TORQ, so he must have a remote control transmitter. Prime goes after Megatron and catches up with him, and the two wrestle over the transmitter. It eventually ends up getting smashed.

Megatron tells Prime the game's not over, and he'll be avenged. He runs off into the platform, but Prime doesn't follow him and instead tells the tanker crews they are free to go. The tankers depart and clear the area. Megatron says he planned to destroy this platform once the operation was complete, but the accursed Autobots have wrecked his schedule -so he shall now wreck them! He activates the platform's self-destruct sequence, and tells the Decepticons to withdraw at once.

The Decepticons flee, leaving the Autobots wondering why they're going in such a hurry. The platform is then hit with a series of explosions, and everyone realizes what's about to happen. Prime orders everyone to go back to the hydrofoil and get out of here, whilst he stays behind to find Spike and the others. Spike's group are still inside, and Skyfire thinks they're in deep transistor parts.

Prime then appears and creates an opening, and asks Skyfire for a lift out of here. Skyfire transforms and everyone boards him, as he quickly takes off.

The Autobots head back to where Paul is and Prime asks him if everything is secure. He says it is, but he's not sure he'll reactivate TORQ III yet, not until they can make him absolutely tamper proof. Like all machines, TORQ is basically unreliable unless properly monitored.

The Autobots aren't too happy about machines being unreliable. Paul quickly realizes his error and says that, of course, there are some machines types one can always count on. Prime asks if he means Autobots, and Paul tells him he took the words right out of his mouth... which were in there with his foot.


-SCRIPT DIFFERENCES: Click here for details.

-Megatron reveals that, like Soundwave, he can shrink himself down to human-scale in his transformed mode. This is the only time in the series he does this.

-Carl is not named in the episode, but that's his name in the script.

-This episode marks Skyfire's final appearance in the American Transformers series. It seems the legal issues Hasbro had with this character (which can be read about here) forced them to drop the character from the series. Something I doubt Hasbro would have been very happy about, since the Skyfire/Jetfire toy was larger than the average Transformer, and therefore cost more -so they would have wanted to promote him in the show as much as possible. Interestingly, the updated production bible for the series had this note about him:




Nineteen additional characters are introduced here (fifteen Autobots and five Decepticons). Models shown are not in comparative scale. Although Reflector should no longer be used as a character in the series, JETFIRE will be redesigned and reintroduced in the near future.

This brings the current total of TRANSFORMERS characters (depending on how you count them!) to 68.


It seems that there was a plan to bring the character back, but nothing came of it. Skyfire's only other appearances would be as an animation error in a season 3 episode called Dark Awakening, and a surprising cameo in an episode of The Headmasters.

-Swoop is missing when the Dinobots arrive. Guess he had the day off.

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