Spike, Beachcomber, Hound, Bumblebee and park ranger Jeff drive through a national park. They stop and Jeff points out the trees he was talking about, and says it looks like they were chewed up. Beachcomber says they were, and he's not talking about termites -he's talking about really big creatures. Jeff thinks it's ridiculous, what animals could devour trees of this size? Beachcomber tells him it's not animals -it's Insecticons.

Nearby, the Insecticons are waiting around when Kickback thinks he hears a noise. Shrapnel tells him not to worry -the noise is Bombshell's stomach rumbling. Bombshell says that's the problem with pines, you eat a forest of them, and an hour later you're out of energy again. He suggests they have a snack, so they fly out to feed on some redwoods.

Jeff still thinks Beachcomber is kidding about there being gigantic robot insects who eat trees. But nearby, the Insecticons start to eat the redwoods, causing one of them to fall down. This is seen by another park ranger, Mike, who reports it via radio to Jeff. He tells him some giant figments are eating the trees!

Jeff repeats what he's just been told, and Beachcomber tells him not to let it get to him -humans are probably figments to Insecticons. They head out to where the Insecticons are. Meanwhile, Megatron and a few Decepticons are also on the way, as Megatron wants to find their Insecticon allies. Starscream says he doesn't trust them and Megatron says he doesn't either, but once they've served their purpose, he'll exterminate them. They locate the Insecticons but also see some Autobots on the way, so they decide to land a distance away and observe for now.

The Autobots meet with Mike, but are then immediately attacked by the Insecticons. They scatter and then regroup, before running away down a hill. The Insecticons all go up to one of the fallen trees...

...and by working together, send it after the Autobots and humans. The group keep running to the edge of a waterfall and realize too late that it's a dead end.

The Insecticons laugh and watch as their enemies fall to their doom. Megatron and the Decepticons arrive and Bombshell says if it isn't Megatron and his merry mechanical men. Starscream is about to fight him but Megatron stops him, saying they've come to talk business, not trade insults.

Meanwhile, the Autobots and humans have survived by landing on a ledge -the bodies in the water were just holograms Hound had created. Megatron says he'll treat them to a feast of energy, that can be found at the Nova power plant. After they've had their meal, they'll be powerful enough to carry out a small task for him.

Shrapnel asks about the task but Bombshell doesn't care, he just wants the energy. Megatron says he wants them to help him seize the defense computer at Iron Mountain. Spike and Bumblebee have sneaked up and heard everything, and contact Optimus Prime. Prime gets a group of Autobots together and tells them about what the Decepticons are up to. They transform and roll out.

The Decepticons arrive at Nova power plant. The place has a military presence, and several helicopters go after the Decepticons. Megatron orders Starscream, Skywarp and Thundercracker to deal with the primitive devices, whilst he and Soundwave decimate Optimus Prime. The Autobots arrive and transform before starting to fight back.

Soundwave sends out Laserbeak and Buzzsaw, but Jazz and Inferno start firing at them. Inferno shoots down Laserbeak, causing Buzzsaw to back off.

They then see that two of the helicopters have been shot down, and rush off to help the pilots. Meanwhile, the Insecticons tear into part of the plant.

They find the Nova power core, and start to feed on it, although they think it's a little heavy on the neutrons. But Shrapnel thinks the protons are great, and are making him grow! All three of the Insecticons begin to expand in size, and they think they can show Megatron who's really in control. Outside, Soundwave is listening in and realizes the Insecticons are plotting treason.

But Bombshell bursts through the wall and says he's found a spy. Kickback says they should make him their spy, and Shrapnel says that's an excellent idea. He restrains Soundwave and Bombshell hits him with a cerebro-shell, making him their slave to command.

Spike and the other Autobots meet up with Prime's group. Spike asks if they've stopped the Insecticons, but Prime says they've had no such luck. He tells him it's up to Wheeljack and Ironhide now. The two Autobots are up on the pylons trying to find the Insecticons, and Wheeljack sees a hole in one of the walls. But then the Insecticons burst through another wall.

They see they have visitors, and Shrapnel zaps the pylon Ironhide is on, whilst Bombshell and Kickback destroy the one Wheeljack had climbed. The pylon Ironhide is on bends out of shape, and Ironhide ends up falling.

Prime tells one group of Autobots to follow him, whilst Bumblebee and Spike are to cover them. Prime's group rushes forward, whilst Bumblebee and Spike shoot at the Decepticons.

Jazz and Hound get Wheeljack out, whilst Inferno sees to Ironhide. They bring the injured Autobots back and put them into Prime's trailer.

Prime orders for everyone to get out of here, so the Autobots transform and retreat. Megatron sees this as a great victory, but the Insecticons start cheering loudly as well. Starscream thinks power has made the Insecticons obnoxious, whilst Megatron thinks it's also made them invincible. It should let them get the defense computer at Iron Mountain, and then he will own this world in the palm of his hand.

Back at the Autobot HQ, Spike finds out from Teletraan I that the Nova power core is incompatible with the Insecticon's trilithium stomachs. Jazz asks if this means they'll get electrochemical indigestion, but Spike says it's worse -it's going to blow them to smithereens if they don't find an antidote. Meanwhile, at Iron Mountain...

...the Decepticons are on the way. Megatron tells Soundwave that once he has assimilated all data in the master defense computer, they'll terminate their alliance with the Insecticons. What he doesn't know is that the Insecticons are able to listen in to his conversation and hear everything he's just said. Meanwhile, the Iron Mountain staff contact Optimus Prime for help.

The Autobots see that the Decepticons are attacking Iron Mountain, and Jazz says the Insecticons are ticking time bombs. If they explode whilst inside Iron Mountain, they'll blow it sky high! The Decepticons continue their attack, but the base reveals it has some defenses.

Megatron gets hit, causing Shrapnel to laugh and ask him what's the matter -are the weakling humans too tough for him? Meanwhile the Autobots are on their way, but Prime contacts Ratchet and Wheeljack and tells them to hurry with the antidote -they'll need it fast!

Bombshell suddenly says that Nova power core has given him heartburn, that is, if he had a heart. Megatron tells him if he had a brain, he'd realize they've got a battle to fight. Shrapnel transforms and helps out by sending signals at the base's laser cannons...

...causing them to go haywire and start shooting at the base itself. The Autobots arrive and start firing at the Decepticons, so Megatron tells the Insecticons to keep them busy whilst they steal the secrets of the defense computer.

As the Decepticons head in, Shrapnel transforms and shoots at a cliff, blowing it up and covering the Autobots up with rocks. Spike asks if everyone is ok, and Hound says he's just great -as long as you don't mind two tons of Inferno sitting on your head plates. Inferno says if he can get these ten tons of boulders off his shoulders, he'll get off his noggin. Prime starts to clear away the boulders.

Meanwhile Megatron and Soundwave make it through to the defense computer, and Soundwave starts to crack the computer code. Megatron says now he's done that, it's time they cracked some Insecticon body shells. He goes back out and tells the Decepticons are no longer any use to them, so they can be destroyed!

But Skywarp and Thundercracker simply stare at him and do nothing. Bombshell says he thinks the Decepticons would rather follow his commands, and Starscream says he must have bugged their forces with cerebro-shells! Bombshell says he did it like this, and hits Starscream with one.

He fires one at Megatron, but he grabs it, crushes it and throws it to the ground before stomping on it. He says he'll stomp Bombshell next and takes aim, but before he can fire, Prime tackles him.

Shrapnel says even the Autobots are helping them. He tells the others to go inside Iron Mountain, so they can help themselves to the data took from the computer. Bombshell tells the Decepticons slaves to blast away, and they fire at Prime and Megatron. The two leaders take cover, but Megatron wants to know why Prime stopped him from destroying the Insecticons. Prime tells him that his fusion cannon would have detonated the Nova power lunch that's inside the Insecticons, which would have destroyed them all.

Megatron takes down Starscream, Skywarp and Thundercracker with one shot, forcing them to run off. Just then Ratchet and Wheeljack arrive, having finished the antidote. Ratchet passes three vials to Prime, and Prime asks Megatron if he's with them or not.

Megatron says anything to destroy those revolting robotic roaches. Inside Iron Mountain, the Insecticons find out from Soundwave that the data transfer is nearly complete. Shrapnel says when it is, they'll be able to bite into the energy reserves of the world. Megatron says that's a bold concept, but their game is over, as he and the others run into the room.

Before the Insecticons can fight, their stomachs hurt, but Shrapnel says there is no time for bellyaching. He fires a powerful electric shot that hits Megatron, sending him crashing through a wall.

Spike checks his watch and tells Prime the Insecticons will go off in thirty seconds! Prime gets Megatron up and tells him he's go to transform. He does so and Prime loads him with one of the antidote vials.

He shoots it at Bombshell, and the antidote works -it returns him to normal size. Kickback attempts to flee with Soundwave and kicks a hole in the ceiling, but before he can escape, he gets hit by an antidote shot, causing him and Soundwave to fall, and also returning him to normal size.

Shrapnel isn't going down without a fight, and takes out Wheeljack and Hound. Spike tells him that in ten seconds the Nova power core he ate is going to explode! Shrapnel tells him something is gonna explode alright, but it's not going to be him!

Tapping into his electrical powers, he has a bolt of lightning hit the base and smash through the ceiling, which he then harnesses the power of. He blasts Prime with it, causing him to drop the third antidote vial.

But then he falls to his knees in pain. Spike grabs the vial and climbs up Shrapnel , opening a panel on him and shoving the vial inside him. He then runs back as the antidote takes effect, but for some reason, he still explodes!

Everyone is sent flying, and Soundwave hits a wall. His cerebro-shell pops out and Bombshell realizes that he's lost his hold over the Decepticons. Shrapnel has been blown to pieces, but Megatron is only sorry that he didn't squash the stupid bug himself.

Bombshell says they aren't that easy to squash, and fires a special shell over Shrapnel's body. He says the Insecticons know how to get it together, and uses a special setting on his gun which reassembles Shrapnel, bringing him back to life.

Starscream, Skywarp and Thundercracker run in and wonder what's going on, but the Insecticons knock them down and say Megatron will tell them. They run out of Iron Mountain and take off, as the Decepticons go after them. Megatron yells that the traitors who defied him must not escape!

The Autobots head outside and Spike says the Insecticons gave them a lot of trouble... but they seemed to bug Megatron even more!

NOTES

-SCRIPT DIFFERENCES: Click here for details.

-Two new Autobots are introduced in this episode: Beachcomber and Inferno. As with the two new Autobots introduced in A Prime Problem, no explanation is given to where they came from, and everyone seems to know who they are already. The new character situation is about to get a whole lot worse in the next couple of episodes. Inferno disappears after his scene with Hound and the boulders, but Beachcomber at least gets to stick around to the end.