At the Autobot HQ, the Autobots are installing a new alarm system. Wheeljack says these new detection panels are just what they need to keep them safe. He demonstrates one by touching it, and says the sensors react to metal, which sets off an alarm. Optimus Prime says the Decepticons won't find it easy to slip by that. Just then Cliffjumper runs up, telling Prime to come quickly -it's Doctor Fujiyama, the famous scientist! Fujiyama's call has been picked up to Teletraan I, so they head to the computer to talk to him.

Fujiyama says needs the services of Prime and his Autobots to protect his latest invention. Prime wants to know more about it, but Fujiyama is very secretive. He eventually reveals he's built a robot, the greatest robot ever created by man! That is, to say, it's primitive by Autobot standards. Prime is still intrigued and says they will come. Fujiyama is pleased and says all the greatest scientists will be there at the unveiling. The call ends and Wheeljack thinks it's funny that Autobots are playing nursemaids to an Earth robot, something which is probably just a glorified windup toy. Prime tells them they'll still go, just to make sure the Decepticons don't get their hands on it.

The Autobots go to the event, and are on guard duty. Ratchet and Wheeljack joke that when Fujiyama's invention probably needs a long extension cord or batteries, but Prime tells them to knock it off. The drape is lifted, revealing Fujiyama's invention.

Fujiyama says this is the first female ninja robot, and he has named her Nightbird. Nearby, Prime asks what a ninja is. Spike explains they are ancient Japanese warriors, who were capable of amazing feats of skill and daring. Jazz says he's read about them, and that they were deadly assassins. Meanwhile, someone asks Fujiyama why he's built this robot, as he thinks it's rather dangerous. Fujiyama says that Nightbird has been constructed to demonstrate to the world the limitless capabilities of technology. She'll expand the horizons or robotic research to assist mankind, and not to harm him. He assures everyone that Nightbird is not meant for battle or assassinations, and he has limited her powers accordingly.

Just then a door gets blasted open and Trailbreaker gets sent flying: the Decepticons have arrived! Rumble and Frenzy lead the attack, and the audience flees . With every human out of the room, the Autobots start fighting back, and Cliffjumper shoots down Rumble.

However more Decepticons arrive, and Megatron fires on Prime, only for Bluestreak to take the hit. Soundwave shoots out the platform Brawn is on, sending him plummeting down below. The Decepticons are aiming for the ceiling, and Ironhide gets hit by some falling girders. Prime goes to help him, but Megatron...

...uses this opportunity to shoot him in the back. Prime gets up and punches Megatron, sending him flying, but then the ceiling begins to shake. Outside, Skywarp pulls part of the building's roof up, allowing Starscream and Thundercracker... take Nightbird. The Decepticons immediately retreat, and arrive at their new temporary base.

They take Nightbird inside and Bombshell starts doing some work on her. He does some rewiring, puts in some extra chips and installs a triple-power booster.

Nightbird is activated and comes to life, but Starscream thinks she looks like some Earthling play puppet. She responds by punching him in the face and knocking him down, and he's about to hit her back when Megatron stops him. He tells him she isn't his sparring partner, her adversaries will be Autobots.

Megatron finds out from Soundwave that her programming is complete, and her orders are to steal the world energy chip from the Autobot HQ, and then exterminate the Autobots. Meanwhile Prime apologizes to Fujiyama for failing to stop the Decepticons, but vows to return Nightbird to him. Fujiyama requests she is returned unharmed, as her technical components are irreplaceable, and are needed for research. With several Autobots in need of repair...

...Prime orders everyone to return to their HQ. They get there and some time later, Nightbird arrives. She heads towards the front entrance but sees that there is a camera monitoring it. So instead she fires a grappling hook and climbs up the side of the volcano.

She gets to the top and looks down, and sees an elevator that Prowl and Spike are in. She quietly gets on top of it as it descends, and listens to what the two are talking about. Spike doesn't understand why the Decepticons would steal the ninja robot, as they already have a formidable fighting force, but Prowl says he doesn't understand anything the Decepticons do. The elevator stops and as they get off, Nightbird slips in.

She comes across some of the detection panels, but gets around them by using her magnetic boots to walk across the ceiling. As the Autobots are busy repairing themselves, she is easily able to get to Teletraan I. She opens up a panel and rips out the world energy chip.

This causes the HQ to lose power, and the Autobots wonder what's going on. Nightbird goes to leave, but encounters Mirage. She beats him up, but he's able to sound an alarm, forcing her to run off. The Autobots find Mirage, but then see not far away...

...Nightbird is at the end of a corridor. They go to confront her, but she spins around, emitting a powerful, blinding light. When the light dies down, she's gone.

The Autobots regroup and Prime says they're lucky Nightbird didn't do them any permanent damage. They'll have to find her and bring her in before she really causes trouble. He and most of the Autobots head out to track her down, whilst Ratchet stays behind to repair the remaining Autobots, and Teletraan I. Prime's group head out and quickly find Nightbird.

Prime hits her with a stun ray, and Bluestreak goes to retrieve her, but she's playing dead and hits him as he gets close.

She then throws shurikens at the other Autobots, making Cliffjumper want to take action, but Prime stops him. They've promised Fujiyama they won't harm her. Nightbird turns on a laser sword and Prime tries to reason with her, but she doesn't listen and goes to attack him.

She knocks him down but before she can strike again, Bluestreak shoots her laser sword out of her hands. She instead grabs Prime's dropped rifle and runs off. The Autobots follow her as she jumps off a cliff, but they then can't see her -Mirage wonders if she can turn invisible like he can. Jazz wonders why she took Prime's rifle, as she already has lots of weapons. Prime explains it is said the ninja always takes a part of an enemy with them, so he's glad she only took his weapon. Cliffjumper passes Prime her dropped sword and wonders why she's attacking them in the first place. Prime suspects Megatron could answer that question.

At the Decepticon base, the Decepticons have been watching and Megatron says Prime will lose much more than just his rifle once they're finished. Bombshell thinks they should have looked into Fujiyama's toy chest sooner, as his ninja robot is magnificent. Starscream says she'll burn out fast due to Bombshell's poor work on her. The two are about to get into an argument when Megatron stops them, saying she won't burn out until she returns with the computer chip they need. Starscream says that's if she returns, she's not so hot. Megatron tells him she's hot enough to replace him whenever he chooses!

Back at the Autobot HQ, Ratchet tells Ironhide things are much worse than he thought, as the energy chip that itemizes the world's energy supplies has been stolen. But he manages to get Teletraan I temporarily operational again, and contacts Prime. He explains what's happened and Prime realizes this was why Nightbird was sent to their HQ. He tells the Autobots that finding her now is more important than ever.

He has Hound activate his infrared, and then has him lead the way. Hound is able to track down Nightbird, and Prime approaches her, holding her sword. She suddenly generates a lot of energy and uses it to take the sword out of Prime's hands.

She activates the sword and twirls it around, but then retreats and climbs up the side of a cliff. But she ends up grabbing a rock that breaks away, causing her to fall back down.

Cliffjumper and Bluestreak are about to attack her, but she disarms them with some shurikens. Mirage turns invisible and sneaks up behind her, picking up Prime's rifle before throwing it back to him. He says he truly regrets this, but he has to fire...

...scoring a direct hit. She falls and Prime says they at least now know she's not invulnerable, but she's not down yet. The other Autobots try to take her down, but she keeps beating whatever they do -she jams Cliffjumper's glass gas, and stops Jazz's sound waves by throwing discs onto his dishes.

Megatron is watching all of this gleefully, and tells Starscream he's definitely on his replacement list. Starscream snaps and punches Megatron, knocking him down. Megatron tells Skywarp and Thundercracker to grab Starscream, and as they do that, he tells Bombshell and Soundwave to activate the cage.

Starscream gets trapped inside an energy cage, which was something Megatron had rigged up for the Autobots, but now he can have it as a farewell gift. He goes to check on Nightbird, but sees she's in trouble. The Autobots have created an electro mesh prison, and have her trapped in it. He tells the Decepticons they've got to rescue her and retrieve the world energy chip at once, as the chip will give them total control of the planet's energy supplies.

Nightbird has dropped the chip, and Cliffjumper goes to get it, but before he can he gets blasted by Megatron. The Decepticons have arrived, and Megatron tells Cliffjumper to keep his hands off his property. Prime orders the Autobots to take them, and a battle begins.

Bombshell transforms and manages to get the chip, but before he can get away with it, Brawn shoots at him, causing him to drop it. Prime catches it, but Megatron then tells them to watch how his anti-matter blaster eats up energy.

He fires at Nightbird, and manages to destroy the electro mesh prison, leaving her free to fight the Autobots. Starscream has seen this and says he's got to get out there. He fires a mini-rocket at the control panel, hitting a certain button.

This button turns off the cage, allowing him to escape. He says he'll show Megatron what Nightbird is really like, and heads outside. The battle between the Autobots and Decepticons continues, as Nightbird moves in and takes down several Autobots. She then takes on Prime.

Starscream waits behind a rock and says his null ray will put her out of commission. He fires and hits her in the back, disabling her. He then transforms and takes to the air, prompting Megatron to tell the Decepticons to go after him -he wants that traitor's steel hide!

With the Decepticons gone, Prime says Megatron's schemes have backfired once again. They've got Nightbird and the world energy chip, so they head back to where Fujiyama is. Fujiyama is glad they've returned Nightbird, and without a scratch on her chassis.

Prime is glad she's back in his possession, deprogammed and neutralized. Fujiyama says she will safely be locked up forever, but as he locks the pod she is being stored in, nobody notices that her eyes begin to glow...


-SCRIPT DIFFERENCES: Click here for details.

-The music in this episode is often very quiet, and can barely be heard over the voices and sound effects.

-Despite what's shown in the ending, Nightbird never makes another appearance in the series.

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