Seaspray is pulling a water skiing Bumblebee around a lake,and asks what he thinks of the sport now. Bumblebee uses a ramp, but ends up wiping out, and the two head back to shore. Seaspray thinks he did great, and Bumblebee agrees... if he was a submarine.

Seaspray the sees the first star of the evening, and says they should make a wish. Bumblebee knows what his wish is: no more water skiing! He asks Seaspray what his wish would be, but he refuses to tell him. If he did, it won't come true.

On another planet, slaves are being forced to work in a city, where their cruel droid masters tells them that Deceptitran's orders must be obeyed.

One of the slaves, Chac, tells another, Alana, that some day they'll overthrow Deceptitran and take back control of their planet. Moments later, two droids take him away to be be today's supply for nourishment. As they fly off, Alana tries to stop them, but gets whipped by a droid.

Chac is taken to Deceptitran, and asks why he, a computer with no life of his own, destroys theirs. Deceptitran tells him it's because that is his programming, and the Tlalakans do provide such excellent energy. Chac is placed on a chair and restrained, and then a machine is used to drain energy from him.

This energy is transferred into a single energon cube. Chac is taken back outside and thrown to the ground, and as Alana goes to check on him, a droid tells her to get back to work. But then another Tlalakan, Mok, hits the droid and tells his people to destroy the slave masters.

The Tlalakans start an uprising and take out several droids, as Deceptitran says they can't do this -his energy sources must not escape! He has all of his droid head out to the Y sector, but the Tlalakans escape by diving into the water. The droids go after them but it's no use -the Tlalakans are gone. Deceptitran says he must notify the Decepticons at once.

Back on Earth, Bumblebee complains that it's ok for Seaspray to make a wish on the first star, but if he wants to make a wish on every star they'll be here forever! Just then Seaspray picks up a message, and the two realize it's coming from deep space. They head back to the Autobot HQ, where Perceptor finds out more about it. He can't get the specifics, but it's clear it's a message asking for assistance. Optimus Prime says that in other words, someone needs help.

Cosmos says he can take Perceptor, Bumblebee and Seaspray, but Optimus is just too big. Prime tells him not to worry, but they are on their own this time. The Autobot group leaves Earth, and is soon in space. Perceptor takes another look at the message, and finds that it's quite similar to transmissions intercepted during the third Cybertron war. The Autobots realize that they've answered a Decepticon S.O.S.!

As the Autobots arrive, Deceptitran finds out he has visitors, but then realizes it's some Autobots. He tells his droids to destroy them, so they open fire. Cosmos avoids several shots, but then gets hit and goes down.

As Cosmos plummets, Alana and a couple of other Tlalakans see him go down. Alana says they'll land between them and the Well of Transformation. Cosmos crashes and the Autobots get out, but are immediately under attack from Deceptitran's droids.

Mok thinks they can let them fight each other whilst they escape, but Alana thinks the newcomers are fighting Deceptitran, so they are their friends. One of the droids gets hit and drops his laser whip, so Alana rushes over and picks it up. She then uses it on a tree...

...causing it to fall and crush a couple of droids. Two more droids go after her, but Seaspray takes them both out. Alana introduces herself and thanks him for saving her. Seaspray introduces himself, and happily says he's at her service.

Meanwhile, some Decepticons arrive on the planet, led by Megatron. Deceptitran thinks how good it is to see Decepticons again, and says they must be exhausted after their long journey. Megatron says they came as soon as they heard the request for help. Deceptitran explains that there are Autobots here, and his droids are following them now.

Alana takes the Autobots towards the Well of Transformation. She tells them it is their one secret Deceptitran has never learnt of. Mok reveals the secret entrance as he and the Tlalakans head inside. Alana tells the Autobots they'll momentarily part ways. Inside the well, the Tlalakans are glad to have finally reached its waters.

However some droids show up, and start firing. The Autobots rush in to help, and Seaspray knocks one into the water, destroying it. However, the Tlalakans are able to dive in just fine.

Alana explains that the Well of Transformation dissolves the body, leaving only the essence -which can then be reformed into whatever new body they choose. In the Tlalakan's case, they change to mermen and mermaids. Alana dives in and Seaspray asks Bumblebee if they should give it a try, but Alana tells him no -as they're robots, they saw what happened to that droid earlier. She tells them to meet her at the second step of the waterfall, as the water there is safe. She blows Seaspray a kiss and tells them she'll see them there.

Seaspray is over the moon she kissed him, but Bumblebee tells the bubble-brain they need to go. The Autobots head out and soon find the waterfall, but they are seen by Laserbeak, who attacks them.

The other Decepticons then also show up and start firing. Seaspray transforms and the Autobots grab onto him, but as he rides down the waterfall, Bumblebee loses his grip and gets separated from the others.

The Decepticons head to the bottom of the waterfall and wait for the Autobots to emerge from the water, but they don't -instead, some of the Tlalakans open up a secret passage on the seabed, and the Autobots head through it with them. However they then realize that Bumblebee is missing.

Bumblebee falls down the waterfall, and is picked up by Soundwave. The Decepticons head back towards the city, just as the Autobots pop out of the water to see them flying away.

Alana says they'll need help to rescue him, so she takes them to a hidden underwater city. Seaspray thought all the Tlalakans were enslaved by Deceptitran, but she explains it wasn't all of them. She takes them to a Tlalakan elder, Tlaloc, who is surprised at the Autobots and believes them to be Decepticon outcasts. She explains that they are Autobots, who are their friends, but one of them is being held captive by the Decepticons.

They quickly devise a plan: Seaspray and some warriors are going to go and save Bumblebee. Cosmos passes them some Blasters, whilst another Tlalakan, Rarto, gets some bombs ready. The group moves out, but Seaspray has to go a different way to avoid the Well of Transformation.

The bombs are set and detonated, causing a large explosion in the city that takes out a few droids. Deceptitran says this is the work of those blasted rebels again.

The Tlalakans start attacking the droids, and the Decepticons see that they are using Autobot weapons. Dirge complains that all of these explosions are interfering with the probe he's trying to use on Bumblebee. Megatron tells him to forget the probe, as the rebels have come to them to be destroyed. He says they'll oblige them immediately, as the Decepticons head out to the city.

Bumblebee manages to transmit a homing beacon out, which Seaspray picks up. As they head in to the city, the Decepticons head out to fight off the Tlalakans.

They do this really easily, and the Tlalakans retreat. Meanwhile Seaspray and Alana head in to where Bumblebee is being held, but Deceptitran is waiting for them. He says that no one invades the sanctuary of his temple.

He says for this, they'll be destroyed, and grabs Alana, but Seaspray blows part of his arm off. Seaspray then frees Bumblebee, and they head back outside. He tells Bumblebee to follow the Tlalakans in the water, as they'll lead him back to Perceptor and the others.

Bumblebee heads into the water with the Tlalakans, but they don't realize that they are being followed by Laserbeak. Back on the surface, the other Decepticons arrive and start firing at Seaspray and Alana, so the pair head into the water.

Megatron sends Dirge and the droids after them. The Decepticons then head back, where Deceptitran is in a complete panic. Megatron tells him to calm down, but he keeps going on about how what he's been through was awful, so Megatron switches him off. He thinks someone is going to have to reprogram this hysterical piece of machinery.

Megatron then gets a message from Laserbeak, so he has to turn Deceptitran back on just so he can use his monitor. He finds out Laserbeak has found the secret city of the Tlalakans, so he and the other Decepticons head to join him. Meanwhile, the Tlalakans head back to the Well of Transformation, as Seaspray fights off the droids. Alana convinces him that he can't stop them all, so the two of them run into the cave.

As the Tlalakans dive into the well, Seaspray says even the least of her people can transform -does she really think he'll disappear like the droid did? She thinks they are both machines, to which Seaspray asks if that is all she thinks of him as. She says he is her friend, to which he says maybe that is all he is -a bunch of transistors and bolts. But he doesn't believe it! His heart may look like an energon pump, but that doesn't mean it can't feel.

Despite Alana's warning. Seaspray enters the well, as he has to find out. He vanishes, and Alana is upset that her friend has perished, as she says she loved him. But Seaspray hears her and emerges out of the water... as a Tlalakan!

He asks how she likes him now, and whilst she's impressed, it turns out not everything is quite right -his feet are still part robot! She says she liked him as a robot, and was afraid that someone with a body like hers wouldn't be his type. The two go for a swim and head back to the city.

However the Decepticons arrive first and start firing on the city. Seaspray and Alana arrive and see what's going on, so Seaspray moves in. But after narrowly avoiding a few blasts from Dirge, he has to head back and tells Alana it's no use -he can't fight them like this! He thinks it's about time he went back to his old robot ways, and give Megatron a surprise of his life. They head back to the well.

Megatron sees them leave, and sends Rumble after them. As they head up to the top of the Well of Transformation, Rumble is closing in on them, but he then suddenly gets effected by the well's powers...

...as do Alana and Seaspray. They all head out, and as Rumble has no idea what's going on, he begs for help. Alana tricks him by telling him to think of a big tree, otherwise he'll never escape total oblivion. Rumble does this and transforms himself into a tree. Seaspray turns back to his usual self, whilst Alana changes her own form to a robot! She says this is a temporary measure for fighting Decepticons.

The two head out, Seaspray transforms and Alana can also "transform" to a boat mode. They go out, and Deceptitran sees them. He tells his droids to destroy them, but they end up getting blasted by them instead. Under the sea, the Decepticons are overpowering their enemies, and Mok doesn't think they can hold out much longer.

Megatron is enjoying himself until he gets a call from Deceptitran, who begs to be saved -his city is under attack! Megatron asks why he should bother, but Deceptitran brings up the fact that if he doesn't, all of the energon will be destroyed. Megatron tells the Decepticons that whilst he cares nothing about Deceptitran, the energon must be saved. They head back to the city, leaving the Autobots and Tlalakans wondering why they've just left.

Megatron contacts Deceptitran and tells him to call off his droids before the destroy the energon. Alana tells Megatron that Deceptitran is no longer in charge, and that the Tlalakans are taking their destiny back into their own hands. She then leaves the city, as Seaspray fires on the energon cubes. He quickly runs off as the energon cubes explode, setting off a chain reaction that destroys them all, and causes the city to explode.

The explosions rock the Well of Transformation, causing Rumble to fall into the water and turn back to his usual self. The Decepticons survive, but Megatron has had enough and tells Astrotrain to transform and get them out of there. He does as he's told and blasts off, but Rumble is able to catch up and get inside him before he leaves.

The Tlalakans stand in their ruined city, and Seaspray is sorry about what's happened to it, but Tlaloc says it was worth it, as the price of their planet's freedom. Alana appears and has changed back to her regular self, and Seaspray asks if she doesn't care for being a robot. She tells him she is what she is, and he says he guesses it is better this way. But she says that doesn't mean she doesn't love him. You don't have to be the same outside, to share the same feeling inside. This makes Seaspray very happy, as he transforms and heads outs with her.

The two go out onto the water, as Bumblebee points out he can see the first star of the evening. He asks Perceptor if he wants to make a wish, but Perceptor asks what for. Bumblebee says it's just an old Earth superstition he's heard of... probably nothing to it...