Some of the Autobots are at a testing site, where Optimus Prime uses a powerful new weapon called the Negavator. He has it on remote control and it fires at a tower, completely vaporizing it.

Prime contacts two army officers and asks them if they are satisfied. They say they are, and are going to fly off to report the test results, but one then asks the other to not forget his tape recorder... unaware that the recorder is actually Soundwave. Inside the test site's bunker, everyone congratulates Wheeljack on his new invention.

Red Alert isn't so sure, as they've had super weapons before, but Megatron is still around. His head then buzzes and he says there are Decepticons -prepare for attack! Outside, Soundwave surprises the two army officers when he transforms, so they fly away in their helicopter. Prime tells Red Alert to guard the bunker, whilst he and the other Autobots transform.

Inferno wants to go but Red Alert stops him, as he needs backup. Soundwave sends out several of his cassettes, who stand at the front of the bunker's entrance and fire inside it. As the Autobots arrive, the Decepticons keep firing and completely destroy the bunker's entrance.

Grapple is upset his beautiful bunker is rubble, but Wheeljack says Soundwave now has a clear run at the Negavator. Prime contacts Red Alert, who is able to control the Negavator via remote control. Soundwave approaches it but is forced to back off when the Negavator starts firing at him, destroying the rocks he tries to hide behind.

Inferno says the Autobots could do with a hand out there, but Red Alert tells him to stay here. Meanwhile Hoist says they can dig their way out, so he and Grapple transform and start to remove the rubble. They clear it and the Autobots get outside, where they see Soundwave and the other Decepticons. Prime tells everyone to transform and attack.

The two sides start firing at each other, but Red Alert says he can't get a good shot because Optimus is in the way. Inferno says he'll go and help him, but Red Alert again tells him to stay and guard the bunker. Inferno sneaks off without Red Alert noticing. Back at the battle, Frenzy charges into Prime, knocking him down.

This gives Rumble the chance to get inside the Negavator, which he does and makes Prime his first target. Frenzy sees and tells him to wait, before he leaps out of the way.

Rumble attempts to fire, but thanks to Inferno blasting at him the controls go haywire and he is forced to abandon the Negavator. Soundwave sees they are outnumbered, so orders a retreat.

As they fly off, Rumble decides to give the Autobots a going away present, and fires a rocket into the bunker. This rocket happens to fly right down into the control room, striking Red Alert and blowing him away!

Red Alert gets hit by a piece of debris and asks Inferno to help him. Hoist comes in and gets the debris off him, but Red Alert says wait until he gets his hands on Inferno. Prime and Inferno then enter, and Inferno says he was worried about him. Red Alert says if he had stayed where he was supposed to, he could have spared himself the concern.

Red Alert then leaves, so Prime follows him. In a different room, Red Alert tells Prime he'll put it to him straight: Inferno betrayed him. Prime says Inferno acted bravely to save the Negavator, nothing more. Red Alert says why can't anyone see it -Inferno wants his job! He then clutches as his head, as blue sparks come out of it.

Prime says he'd better let Hoist check him out, then get some rest. Red Alert assures him he's fine, it's just an electro-glitch that comes and goes, comes and goes. Prime tells him to get ready to return to Autobot HQ, as it's too dangerous to remain here. As he leaves the room, Red Alert says now Optimus wants him out of the way too -it's a plot! Later on, the Autobots get outside with the Negavator, which Hoist drives. The other Autobots transform and roll out.

Megatron has Ravage spy on the Autobots, and calls Soundwave and Rumble incompetent fools. He wants the Negavator, so Starscream says to allow him -he'll succeed where others have failed. The Decepticons move out to the canyon the Autobots are driving through, but Rumble blows it be accidentally causing some rocks to fall down.

The rocks land in front of the Autobots, and Prime asks Red Alert to analyze the noise. But he asks what noise, and gives the all clear. The Autobots resume their drive, but Rumble shakes things up and causes an avalanche.

Prime and Ironhide transform just in time to get covered with rocks, as the Decepticons begin their attack. Hoist gets out of the Negavator to help Grapple start removing all of the rocks.

Megatron heads towards the Negavator, but Smokescreen drives around it and sends smoke everywhere. Megatron says he'll have to do better than that, and goes through the smoke, managing to find the Negavator by flying straight into it. The Decepticon jets fly straight through the smoke, only to find it sticks to them. Thrust says they can't see, so Starscream says to stop whining and use their radars.

Smokescreen transforms and tells them to go ahead and try, as he blasts them from underneath. This blows out their guidance systems, causing most of them to crash into the canyon.

Megatron manages to get into the Negavator and tells Prime his next stop will be oblivion, but Ramjet, out of control and determined to take out an Autobot, accidentally crashes into the Negavator's cockpit, causing Megatron to be shoved out of it. Ramjet transforms and Megatron tells him he's got morons on his team!

Grapple and Hoist get Prime and Ironhide out, and the four of them charge at Megatron with their guns blazing. Megatron orders a retreat, which most of the Decepticons obey, but Starscream is still recovering from his crash, and is left behind.

Hoist says it'll take days to clear this rock pile. Prime confronts Red Alert and asks him why he didn't warn them. Red Alert says Prime wants to get rid of him! Just like the others do! Prime thinks he's more damaged than he thought, but Red Alert shouts there is nothing wrong with him. Prime thinks he needs a complete overhaul, so Hoist and Inferno go in to get him. Hoist says Red Alert's logic and reasoning circuits are fried, and Inferno says he needs immediate repairs.

Red Alert tells them not to give him any of that -they just want to disassemble him for spare parts, but he won't let them! He charges forward and knocks both of them down before running into a forest. The Autobots follow him, but they can't find him. Prime points out that there is a city nearby, and believe he is hiding in it.

The Autobots transform and head in, and find Red Alert. He's speeding away with his sirens on, so they follow him and see that he has stopped at a building that is on fire. Ironhide transforms and picks Red Alert up, saying they'll take care of him and asking him what's wrong -can't he transform?

A fire chief runs over and tells Ironhide that's his car -put it back where he found it! He does and apologizes, saying it looked like a friend of his. He transforms back as he and the other Autobots resume their search. Red Alert isn't that far away, but he hears a voice calling out his name, then telling him he can hide in here. He heads into a garage, and the door shuts behind him.

He's surprised to see that the one who's helped him out is Starscream! He calls him an enemy, but Starscream says is he? He could have blasted him in the back, but then says they need each other. Red Alert says he'll never join the Decepticons, but Starscream says who is asking him to?

Nearby, Prime says they can't search endlessly, they need to take the Negavator back to the bunker. Hoist says Red Alert's circuits will explode if they don't repair him soon, but Prime says they have no choice. They transform and head back to the bunker. Back in the garage, Starscream says he knows exactly how Red Alert feels, as Megatron and the other Decepticons envy his superiority, that's why Megatron left him behind -he's afraid he'll make a better leader! Red Alert wonders maybe that's why the other Autobots are jealous of him. Starscream says if they had control of the Negavator, both Optimus and Megatron would be forced to admit their superiority. Red Alert thinks it would show Inferno and the others he'd just as good as they are -he'd be in charge!

The Autobots arrive back at the bunker and drive the Negavator back inside. Prime and Hoist go down to level 9 with it, before locking it away. Outside, Starscream says they'll never reach the Negavator at this rate, but Red Alert reveals something that will speed them up...

...a secret entrance. As the security director, he knows of all the secret entrances, something Prime should have considered, before he betrayed him. As they head in, they are unaware that they are being watched by Ravage, who reports it to Megatron. Megatron sees Starscream is engaged in some private enterprise with an Autobot. Thrust says to just give the order -he'll nail that traitor to the wall.

Ramjet says Thrust acts brave now, but it's too bad his courage doesn't hold up when under fire. Megatron silences them and says they'll let them do the dirty work, then they'll seize the reward. Back at the bunker, Prime has Smokescreen and Wheeljack head out to try and find Red Alert, unaware that he and Starscream are inside and have made it to a gate.

Red Alert blasts the lock, but then they hear something behind them: the tunnel drone! Red Alert says the tunnel drone is unstoppable, even he can't deactivate it. If they don't get out of here, they'll be atomized. Starscream doesn't want to die and blasts the gate away, allowing him and Red Alert to drop down a hole and evade the tunnel drone.

They fall down into the room containing the Negavator. Ironhide sees an alarm flashing, and is surprised to find out there are apparently intruders on level 9. Prime says they can't risk it, so he and the Autobots go to check it out. Meanwhile, Red Alert tries to open up the gate, but he finds he can't -they've changed the lock combination, they never trusted him! Starscream says he doesn't blame them, but is more concerned that they'll never get the Negavator out now.

Red Alert says they will, and gets into the cockpit. He fires a blast which destroys the gate. As he drives the Negavator out, the Autobots arrive. They ask Red Alert to step aside, as he's safe now, but Starscream is dust.

Red Alert tells them not so fast -Starscream is his partner! They try to convince him that he needs help, but he tells them to get back -he doesn't trust how they want to "fix" him. Starscream tells them they heard him, so the Autobots back off. Red Alert and Starscream continue on, but as they pass, Starscream tells Red Alert to blast the Autobots. He instead fires a shot that doesn't hit them, but he tells them it was a warning -stay away!

Megatron and a group of Decepticons then show up. Megatron confronts Starscream, who says his leader misunderstands -Megatron asks if he was going to deliver the Negavator to him, to which Starscream says of course he was. Red Alert shouts no -the Negavator is his! He points it at Starscream...

...but before he can fire, Starscream charges at him with enough force to break the cockpit open and send him out of it. The two grapple on the ground, but Prime warns that Red Alert is going to explode. Starscream manages to fire his null ray.

This blast seems to do something to Red Alert's logic chips, making him settle down and question what is happening. Megatron tells him he's going to test the Negavator out on the Autobots. Red Alert boards the Negavator and messes with the controls, but instead of firing it, he tells Megatron he's just set the Negavator to self-destruct! Megatron thinks he is bluffing.

With the Decepticons distracted, the Autobots use the opportunity to open fire. The Decepticons are taken by surprise, so the Autobots move in.

Megatron tells his forces to attack, but Dirge says forget it -the Negavator is going to blow! Most of them transform and retreat, so Megatron warns Prime that one day... Starscream tells him to save it, as they also retreat. Prime tells everyone to take cover as the Negavator explodes.

The Autobots head outside, but they see that Red Alert is missing. Ironhide says he'll be a pool of molten metal if they don't get him out and goes to save him, but Prime says he'll go. Inferno says he'll go, as this job has his name on it. He transforms and heads into the exploding bunker, blasting water in front of him to create a path.

Red Alert tells him to save himself, as he doesn't deserve to be an Autobot. Inferno ignores him and leaps in just in time to stop some falling debris from landing on him. He transforms and gets Red Alert and himself out of the bunker.

Red Alert tells Prime he's feeling better, but is sorry. Prime tells him not to apologize, as it was his insistence on testing the Negavator that started their problems. They're just glad to have him back, and both he and Inferno have shown great bravery today. Red Alert says that with friends like these... real friends... it's easy to be brave.


-SCRIPT DIFFERENCES: Click here for details.

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