At a laboratory, Professor Greene demonstrates his new ultra plane, an unmanned craft which he operates via remote control. Optimus Prime is impressed, and Greene says the Autobots have saved the planet many times -now they might be able to return the favor. Nearby, Ironhide is parked, unaware that Soundwave is hiding in him. He sends out Ravage...

...but before Ravage can get very far, Blaster grabs his tail and then transforms. The two start to fight, and Soundwave falls out of Ironhide. He transforms and heads off to Megatron and Starscream, who are nearby. Soundwave reports that the ultra plane has been completed. Starscream says he'll blast it to dust, but Megatron tells him they need to be more discreet.

He tells Starscream to use this, and passes him an explosive. Blaster gets Ravage off of him, who runs off. Ironhide transforms and tells Blaster that they'd better notify Prime about the Decepticons. Meanwhile, Starscream has transformed and gets right over the ultra plane, before dropping the explosive onto it.

Greene and the Autobots watch as the ultra plane suddenly explodes, and Blaster and Ironhide explain that there are Decepticons in the area. The Autobots transform to go and inspect the ultra plane wreckage, and with them out of the way, the Decepticons have the chance to attack the lab. Megatron demands some blueprints, and says they won't hurt the scientists if they give them up.

Starscream says there's no need to be soft with the flesh creatures, and picks one up. He tells him to give them the plans, or be vaporized. He points out where they are, so Starscream throws him back down, as Soundwave inspects the safe door. He says there is six feet of tungsten steel, so Megatron says he'll be through it in no time. However Prime and the Autobots appear.

Jazz transforms and uses his speakers to put on his sound and light show, stunning the Decepticons. Megatron is about to fire at him, but suddenly his fusion cannon detaches from his arm -Mirage has taken it, and makes himself visible.

Megatron tries to take his cannon back, but then appears outside, beckoning the Decepticons. Soundwave says Megatron is retreating, to which Starscream says what's new.

They fly outside, no realizing that the Megatron they just saw as actually one of Hound's holograms. Meanwhile the real Megatron gets his cannon back, but Prime jump kicks him.

Megatron gets sent crashing through a wall, and the Autobots watch as he retreats. Meanwhile, at the Fun A Rama park...

Bumblebee, Spike and Carly are on a teacup ride. Bumblebee doesn't really find it fun, but Carly switches off his equilibrium circuit, making him enjoy the ride. The group leave the theme park and head to an airport.

They've gone to the airport to pick up Sparkplug, who has been away. Spike happens to see a couple of military jets outside, and wonders why they are here at a commercial airport. They decide to check it out, and go up the hangar's entrance.

They look inside and see that the hangar has been converted into a Decepticon base. Bumblebee contacts Prime and explains about the Decepticons at the airport, and that they need help. Prime says they're too far away, but he will contact HQ.

Prime gets in touch with Wheeljack, and says Bumblebee needs help at the airport. Wheeljack says they're understaffed here, so Prime tells him to send the Dinobots. Wheeljack opens a door which reveals the whole team, and says they have a job for them. Grimlock says he doesn't like orders, whilst Slag says he doesn't like anything.

Wheeljack says they really need their help -why won't they give them a hand? Grimlock says he doesn't know why not, so they will help -this time. As the Dinobots head off, Wheeljack says he's got to work on their personality circuits.

The Dinobots arrive at the airport, and Bumblebee tells them where the Decepticons are. Inside the hangar, Megatron says they must return to the lab, so they can destroy those plans. But they hear a noise, and turn around to see that the Dinobots are attacking.

Slag uses his laser breath to melt one of Starscream's guns. Outside, Blitzing sneaks up behind Bumblebee and transforms to his tank mode, but Sludge stomps the ground, causing him to bounce.

Sludge then kicks him into the hangar. Back inside, Rumble is about to his his piledrivers when Snarl smacks him with his tail, sending him flying into Megatron. They both get knocked back into a computer, which explodes.

Thrust and Starscream transform and try to attack Grimlock from the air, only to be shot down by Swoop. They end up crashing into the hangar, totally destroying it. Megatron orders for the Decepticons to charge, which they do.

But they're no match for the Dinobots. Thundercracker and Thrust grab onto Slag, but he gets them off pretty easily. Megatron faces Grimlock, but is bitten and sent crashing through a window.

The Dinobots transform, and Grimlock says he is the greatest warrior. Megatron gets up and tells Skywarp now -the Dinobots are vulnerable in their robot modes! The two fire at a...

...fuel tanker, which is right behind the Dinobots. It explodes, setting off a chain reaction that destroys several planes, and sends the Dinobots flying.

Megatron says so much for the "mighty" Dinobots, before he and the other Decepticons withdraw. Bumblebee says it looks like the Dinobots have had it, but then Hoist, Red Alert and Inferno arrive. Red Alert says he warned them there was trouble, to which Hoist tells him he always says there's trouble.

As Inferno starts putting out fires, Hoist has the beaten Dinobots put onto a wrecked plane, and tows them back to Autobot HQ. Wheeljack, Ratchet and Hoist get to work repairing the Dinobots, but after six hours they still don't have any results.

Ratchet and Hoist say it's because they have to work with these primitive tools, the tools on Cybertron were vastly superior. Mirage says everything was better on Cybertron... he still feels a power surge when he thinks about home. Meanwhile, some of the Autobots head back to the airport. Grapple loads up Powerglide with some bricks.

Powerglide keeps flying over and dropping off the bricks, as Ironhide glues them into place with cement. The building is finished and Grapple attempts to put the roof on it, but he makes a mistake which results in the entire thing collapsing. Prime tells him not to worry -they all make mistakes. Grapple says not him -not like this!

The Decepticons are flying when Ravage suddenly ejects from Soundwave. Megatron asks Soundwave why he did that, to which Soundwave says the reason is unknown. Starscream then suddenly yells out and falls to the ground.

The other Decepticons all suddenly drop out of the sky. Rumble then runs up to Megatron and starts attacking him, and he says he can't stop himself. Megatron smacks him away and says he'll get to the bottom of this.

Back at the Autobot HQ, Wheeljack and the others finish their repairs to the Dinobots, are are able to transform once more. Prime then contacts the HQ and asks how the Dinobots are. Wheeljack tells him they're all set to go, and Prime says it's not a moment too soon -the Decepticons are on the rampage again. He tells the Dinobots to transform.

But Grimlock says no -the Dinobots aren't going. He's not taking orders, never, to which Slag agrees. Swoop says he's not listening to Optimus Prime, as Grimlock is their leader. Grimlock says the Dinobots follow him, as the team transforms and leaves the room. Wheeljack says that they love to fight, but Grimlock says they'll fight when they want to -now goodbye! The Autobots are left a bit shocked.

The Decepticons are stealing energy from a power plant. Megatron thinks that perhaps bad energon has disrupted their systems, so they'll refuel now. The Autobots arrive, and Prime tells everyone to transform.

They nearly all do expect for Jazz, who says he can't. Ironhide gives him a kick and he's able to transform to his robot mode. Megatron points out that it's the Autobugh... the Auroburgghh... he can't say the word! Starscream says it's too bad he's blown his vocal components, so that makes him the new leader! He transforms and takes off, but then immediately crashes for no reason.

Ironhide goes to use his liquid nitrogen , only for it to malfunction and end up freezing him instead. Mirage tries going invisible, but this fails, allowing Thundercracker to easily shoot him.

Prime fights Ravage, but then Ravage suddenly transforms back to his cassette mode. Megatron manages to fire at a pylon, knocking it down and sending it crashing onto Prime.

Megatron transforms and tells Prime he never misses at this range, as Starscream takes aim. But Megatron twitches, causing Starscream to fall over and drop him. Megatron orders for his forces to retreat, but they can't even fly and have to run away.

Ironhide asks Prime what's happening to all of them, but he doesn't know. The Autobots manage to get back to their HQ, where Sparkplug starts trying to repair them. Prime asks Perceptor if he's had any luck. Perceptor, who is stuck in his microscope mode, says he thinks he has deduced the problem.

The problem is that after millions of years of being exposed to Earth's atmosphere, an element that's essential to their mechanical operation is deteriorating. The element is called Cybertonium, which doesn't exist on Earth. It's only on Cybertron. The Autobots aren't pleased with this news as the only way for them to get to Cybertron is by using the space bridge, and Jazz says he'd be mighty surprised if the Decepticons will let them use it. Spike and Carly then run in, and say they've just intercepted a transmission. They've found out that Shockwave is sending over a shipment of Cybertonium to Earth via the space bridge.

Powerglide says that if he can pull himself together, he'll rush to the space bridge and grab some Cybertonium for them. Prime says it's too dangerous, but Spike worries about what will happen if the Decepticons get the Cybertonium and then fix themselves. Carly wonders about the Dinobots, as they were built on Earth, and there isn't any Cybertonium on this planet. Which means they won't have any Cybertonium in them. Wheeljack says that's true, so the Dinobots should still be operating at full strength. Carly suggests that the Dinobots could go to the space bridge and intercept the Cybertonium. Sparkplug hopes they will cooperate, and finds out where they are. The humans pack into Carly's car, and head out.

They find the Dinobots, but Grimlock isn't pleased they've been followed. He thinks they're going to make trouble, so he'll crush them, but Sparkplug says they need his brilliant help. Grimlock goes to stomp them anyway, but they're saved by Swoop, who wants to hear more about the brilliant part. He picks up the car and takes them to safety. Sparkplug explains that the Autobots are dying, and only the Dinobots can save them.

Grimlock says he doesn't care about the Autobots, as he's a Dinobot. Spike says if they don't help, the Decepticons will get all of the Cybertonium they need. Grimlock repeats the word Cybertonium, and then realizes it must have something to do with Cybertron. He suddenly changes his mind, and says they'll do it. Slag doesn't want to go whilst Sludge is just confused, but Grimlock says he's the leader, so they'll do it. Later on, at a space bridge...

...the Cybertonium shipment arrives, and the Constructicons start to collect it. But then the Dinobots arrive and attack them. The team transform into Devastator, but before Scavenger can join them, he gets charged into by Grimlock and Sludge.

This results in Devastator having to try and fight with only one arm, which doesn't go very well. The Dinobots all head into the space bridge, which shuts and activates, sending them all to Cybertron!

Shockwave is minding his own business when he hears the space bridge activate. He turns around and tells the stowaways to stand back. They ignore him and instead take him out, as Grimlock says they won't stand back. Back on Earth, Sparkplug wonders what happened to the Dinobots and contacts them, and Grimlock wonders who is calling him on Cybertron. Sparkplug is surprised to find out where they are, and tells them they didn't need to go to Cybertron. He tells them to get back whilst the space bridge is still open, but Grimlock says they're not coming back -the Dinobots are never coming back to the bossy Autobots! He ends the communication.

Carly says they've got no choice -they'll have to go to Cybertron and bring back more Cybertonium, and hopefully the Dinobots too. Spike says Prime will never agree to something that dangerous, but Carly says he won't be able to stop them. Sure enough, Prime says it's too risky, but he then collapses. The humans head outside. Sparkplug gives Spike a communication device that Wheeljack made -he attaches it to his thumb, and tells him all he needs to do is to talk into it.

He tells Spike and Carly to take care. They drive off to the space bridge, where the now fully completed Devastator is waiting. Spike says they'll never get by him, but Carly says to just watch her, as she skillfully gets around Devastator and avoids getting stomped on.

She and Spike get into the space bridge, which activates and sends them to Cybertron. But Shockwave's sensors have picked up the space bridge activity, and says this time he's ready. As the doors open, Shockwave opens fire...


-This episode makes it clear that the newer Autobot and Decepticon characters introduced this season -such as Powerglide and Blitzwing -are all being effected by the lack of Cybertonium. So in other words this is trying to make it look like these newer guys have been around since the first episode, but they were just never there.

-The Constructicons aren't effected by the Cybertonium, it appears the writer for this episode went off their back story from this episode, where Megatron stated they were built on Earth. However it's hinted at they used to be on Cybertron in this episode, and later on in the season their back story was retconned to them being from Cybertron in The Secret of Omega Supreme.

-At they very end, Shockwave is seen wielding a weapon that's just a smaller version of his own gun mode.

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