A rocket blasts off from under the sea, and heads into space. It hands towards an asteroid and lands on it, before using additional thrusters to start moving it towards Earth.

The Constructicons depart from the rocket, and Hook says the asteroid is in position. He then contacts Megatron and tells him the first batch of ore should be transported in two hours. Megatron tells Astrotrain to be ready to depart for the asteroid in one hour. Megatron hopes that if the ore is as rich in energy as their readings indicate, then their energy shortage will be over forever.

Meanwhile, Cosmos has picked up powerful energy readings from the asteroid, but as he gets closer to it, he sees the Constructicons. He returns to Earth and reports it to Prime, and suggests he diverts the Constructicons off the asteroid, whilst Powerglide leads an all out assault. Optimus Prime wants to know what's going up on there before attacking, and tells Cosmos to head back to the asteroid and get him some solid information. Cosmos says very well and departs, as Powerglide asks if they're just going to sit and wait. Prime says that's correct, whilst he goes to talk to the only other Autobot who can fly into space: Omega Supreme.

Prime heads out and calls out to Omega, who appears behind him. Prime explains that the Decepticons have towed an asteroid into orbit, so they may need his help. Omega thinks this talk is premature, and the disturbance unnecessary, but Prime says the asteroid may be new fuel for Megatron, and the Constructicons are mining it.

Once Omega hears the word Constructicon, he gets worked up and says the Constructicons are enemies... enemies die! Prime tells him this is a military mission, not a vendetta, but Omega says the results are the same. Prime wants to know what happened between him and the Constructicons, but he says the question is irrelevant, and the answer is private. Prime says he wants to know, so Omega sits down and says he will talk. Prime asks him to talk like a normal Autobot, and Omega says that just this once he will talk the way he used to on Cybertron... before the betrayal...

Millions of years ago, Omega was getting some maintenance work done on himself by an Autobot. The Doc told Omega was as fit as any guardian robot he'd ever examined, but he needed to clear on out of here, as his city needed him. Omega got up and left, saying that's true, what with all the trouble the Decepticons have been making. Omega returned to the Crystal City, the most spectacular city on Cybertron.

The Constructicons rolled up, who were friends of Omega and were the ones who built Crystal City. They had come to do some maintenance on the foundation of the north wall, but as they talked to Omega, Megatron was lurking nearby.

He had built a new machine: the Robosmasher. The Robosmasher was something that could capture other Transformers and reprogram them to do Megatron's bidding. Megatron decided to use the Robosmasher on the Constructicons, as once it was through with them, they'll only create havoc rather than cities. The Constructicons headed into the city...

...whilst Omega transformed and resumed guarding it. But not long after this, Megatron trapped the Constructicons in a room, and set the Robosmasher on them.

Later on, the Constructicons appeared before Omega and told him of some terrible news: the Decepticons had attacked the capital city. Scrapper told Omega to go, but he didn't want to leave his post. Scrapper told him they can guard Crystal City until he got back, so he headed off. But when he got there, he realized the capital city was not under attack. He headed back to Crystal City...

...just it time to see it being completely demolished by the Constructicons!

Back in the present, Omega tells Prime that the worst was yet to come, and continues his story. Omega looked at the ruined city and said it was Megatron's work. He decided to rescue his friends, then get revenge. He tracked the Constructicons for weeks, and eventually tracked them down.

He took them by surprise and fired a powerful laser, creating a hole that Mixmaster fell into. Omega got behind the other Constructicons and shoved them forward, causing all of them to also fall into the hole.

He them repaired them one by one, undoing the effects of the Robosmasher. Having fixed them all, he told them they could all go home, and hoped that Crystal City could be rebuilt. As they headed back, Omega told them to stop.

He saw the Robosmasher up ahead and told them to be careful, as he didn't want it to catch them again. But the Constructicons revealed a new from Megatron had given them: Devastator. Omega realized that Megatron's reprogramming could never be undone, and Devastator attacked him.

He pushed him up against a wall, at which point the Robosmasher jumped down and began to reprogram him. Omega hit Devastator back and then grabbed the Robosmasher before it could finish, crushing it.

The Robosmasher exploded, but Omega fell. The Constructicons split to their individual selves and ran away. Omega tells Prime that Megatron had failed, as he still lived -but was changed.

Back in the present, Omega tells Prime that since then, he has only felt hate for the Constructicons. They had fled Cybertron in a starship, and he had been following them for millions of years across the galaxies. He found out that they had discovered which planet Megatron was on, and he followed them to Earth. Prime says he wants him to stay here, and to take no action against the Constructicons until he hears from him. Omega says he understands.

At the Decepticon HQ, Astrotrain blasts off and heads to the asteroid. He lands on it as Hook tells the Constructicons to get to work, they've got ore to mine. They start loading up Astrotrain with some ore.

Cosmos sneaks onto the asteroid and takes a piece of ore from Astrotrain, then transforms and returns to Earth. He shows Prime what he found, who tells him he's done good work, but asks if the Constructicons had finished loading Astrotrain. Cosmos says they hadn't, so Prime tells him to go back so he can track Astrotrain's return course to Earth. Cosmos can't believe he's got to go back again, but Prime tells him the ore is useless until it's processed, so he wants to know where the refinery is hidden.

He picks the ore sample up and tells Perceptor to give him a spectral analysis of it. They use Teletraan I to find out that the ore is extremely high in energy, but the origin of it is unknown. As the computer continues to analyze it, Prime says they now know for certain what the Decepticons are after. He contacts Omega Supreme and tells him to knock the Constructicons off the asteroid, then blow it out of the sky.

Omega says revenge will be soon, and his anticipation is high. He transforms and takes off, just as Teletraan I finishes its analysis of the ore. It has found out that the ore is of an organic nature, which makes Prime realize that the asteroid is somehow alive. On the asteroid, the Constructicons continue to work, as Hook tells everyone to hurry up -Astrotrain will be back soon, so they must have the second load ready.

Omega then arrives and gets into a brief fire fight with the Constructicons. He lands and transforms, but then Prime contacts him. Omega ignores his call.

Prime tries to give him new orders, as he now just wants him to get the Constructicons off the asteroid, but to leave the asteroid itself alone. But Omega never gets the message, and continues to fight the Constructicons. He picks up a chunk of the asteroid and hurls it at them, as they jump up to avoid it.

Back on Earth, the Decepticons are at their refinery, and Astrotrain arrives with the first load of ore. Megatron takes a sample to test it, as he wants to see how much energy juice they can squeeze out of it. But as he places it in a machine and tries to reduce it to break it down to its component elements, it simply melts into nothing they can use.

Back on the asteroid, Omega towers over the Constructicons and goes to pummel one of them, but he misses and instead ends up cracking the asteroid into two parts. But there's a surprise: hidden inside the asteroid is an alien!

The bird-like alien screams and then flies towards Earth. Scrapper asks Omega if he's going to stop that thing before it chews up his precious Earth, but Omega tells him the creature lives... whilst they will die!

Cosmos returns to the Autobot HQ yet again and tells Prime the exact location of the Decepticon's refinery. Teletraan I then reports on the creature heading towards Earth, and that it hatched from its "egg" -the asteroid itself. The computer states the creature is heading towards San Francisco, so Prime has a group of Autobots head out to stop it. Prime is about to leave when Teletraan I gives him another update: projections indicate that the creature can't be stopped with Omega Supreme's assistance. This is because the asteroid it hatched from is also the source of its food. Prime says they must get it back to that asteroid, something only Omega can do.

The creature arrives in a city, and the Autobot group -Powerglide, Ironhide, Beachcomber, Tracks and Smokescreen -start to fight it. They start firing at it, but can't seem to do any damage. Smokescreen drives around it and deploys smoke everywhere, which causes it to fly upwards.

Powerglide confronts it in the air, but gets hit by its tail laser. Ironhide thinks that at best they can only keep the thing from landing in the streets, but Tracks asks how long will it be until it simply eats San Francisco. Ironhide facepalms in response.

The Constructicons return to Earth and land near the refinery, but Omega has followed them. They transform and combine into Devastator, who hits Omega as he flies by.

Omega lands and transforms, then fights Devastator and throws him into the side of a mountain. He then fires at it, burying his opponent under tons of ice. Omega says vengeance is his, but Prime arrives and tells him to stop.

He tells him he is the only one who can save the Earth from that beast, as the asteroid is the creature's food, so he must lure it back up there. Devastator breaks out of the ice and the Constructicons transform back to their individual selves, but have heard what Prime just said. They fly off towards the refinery.

Omega is about to go after them, but Prime tells him this is more important than revenge. Omega tells him to move, but Prime tells him he caused that thing to hatch, so he's responsible. What happened before is going to happen again here on Earth, as San Francisco is going to be destroyed -is he going to let it all happen again, for something as useless as revenge? Omega says his course of action... is altered.

The Constructicons let Megatron know what they heard, so Megatron tells Hook to convert a generator to a long range blaster. He plans to blow the asteroid out of the sky, then sit back as the beast throws the planet into utter chaos! Back in the city, the Autobots are still struggling against the creature, but Omega appears and hurls a water tank at it.

This hits it, getting its attention. Omega transforms and circles around the creature, then gets it to follow him into space.

Omega lands on the asteroid, but as he does, Megatron spots him and thinks this is perfect -he'll destroy the monster's food, and the mighty Omega Supreme! He's about to fire but his new blaster suddenly gets blown up.

The entire thing is destroyed thanks to a long range shot from Optimus Prime, who says he had a hunch Megatron would try something like this. Megatron orders for Prime to be destroyed...

...but Prime has a better idea -the Decepticons should save their skins. He fires repeatedly at the refinery, causing it to blow up entirely. Back at the asteroid, Omega transforms and starts firing at the creature.

The creature avoids getting hit, but lands on the asteroid and starts to consume it. Omega watches as it completely eats the asteroid.

Once it has finished, it flies away from Earth, and heads deeper into space. Omega returns to Earth, and Prime tells him they are all thankful to him. Thanks to him, the city has been saved.

Prime tells him he's as good as they come. Omega appreciates the compliment, as Prime tells him he knows what the Constructicons did back on Cybertron changed him and took away his feelings. But perhaps some day he'll see that there are more important things in life than revenge. Omega cries as he says that possibility... is growing.


-Back in Heavy Metal War, the Constructicons were something the Decepticons created on Earth. However in The Master Builders it was hinted they were originally from Cybertron, and now this episode confirms the retcon by showing they were good guys originally, but were reprogrammed by Megatron to become Decepticons. But things will get weirder early on in the third season, with another retcon about them taking place.

-This episode also explains where a new character came from -Omega first appeared in Blaster Blues, having appeared out of nowhere, but it turns out he'd gotten to Earth having followed the Constructicons to it.

-This episode's animation is done by an unknown company. It looks better than anything AKOM made, and is similar to Toei's work, but apparently wasn't done by them. It does have a rather infamous error early on:

Sideswipe can be seen standing next to Megatron. It seems this was meant to by Soundwave, as two shots later Sideswipe is gone and replaced with him.

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