Starscream declares that he's the leader of the Decepticons, and has Thundercracker and Soundwave follow him. They attack a power station, and while the staff flee, one calls for help. Some police arrive and try to hold them off, but are quickly blasted back.

The Decepticons gets busy by starting to make energon cubes. But they hear something and turn around to see a group of Autobots have arrived. Cliffjumper says they're your friendly neighborhood Decepticons wreckers, and rushes towards them, but Thundercracker rips off a pipe and smashes him back with it.

Brawn asks Cliffjumper if he's up for another go, but Starscream towers over them, ready to smash them with a generator. Optimus Prime gets in front of them and tells Starscream to try picking on a mechanism his own size. He grabs onto the generator and the two struggle with it, until it falls out of their hands, rolling straight towards then energon cubes...

...which it hits, destroying them all in a big bang. Starscream shoves Prime out of the way and tells him he'll pay for this as the Decepticons retreat. But the Autobots aren't about to just let them go, and before Soundwave can get away Bluestreak rams into him, sending him flying.

Prime tells Bluestreak and Prowl to follow the retreating Decepticons, so they transform and head after them. The Decepticons are heading back to base, and Thundercracker doesn't think much of Starscream's leadership. On Cybertron, Megatron tells Shockwave he's got to get back to Earth, as there's no telling what kind of damage Starscream has done. Shockwave puts him through to Starscream.

Starscream realizes Megatron is still alive, and is told not to sound too pleased about it. But their plan to attack the laboratory will go ahead, the antimatter formula will give them the key to ultimate power. Thundercracker says under Megatron's leadership they can't fail, but Starscream complains they need new parts to repair themselves first. Megatron tells them to be quick about it, then meet him in the desert in 5 billion astro seconds. Megatron heads off to use the space bridge and return to Earth.

"Have a safe journey, Megatron."

In the desert, Rumble and Laserbeak wait at the space bridge, and Megatron soon arrives. Rumble tells him that Reflector will be back soon with the lab report. Meanwhile, Bumblebee takes Spike and Chip Chase to the lab.

They're let in by security, but one of the guards has to key in a code to get them through the security doors. What none of them realize is that Reflector is observing everything, and gets the key code for the doors. The doors open and they go through.

Reflector transforms and heads away from the lab, saying that was the last bit if info needed. Stealing the antimatter formula is going to be a piece of oil cake! Back in the lab, Chip meets up with Dr. Alcazar, who he is working with on the antimatter formula. Alcazar explains that without Chip's help, their top secret formula would be a mystery to them. He gives Chip a floppy disk which he says will let Chip's home computer talk to theirs.

They leave the lab but are almost immediately attacked by Laserbeak. Spike tells Bumblebee to head into the underground parking entrance, which he does. Laserbeak breaks off his attack and returns to Megatron. When he finds out Bumblebee got away, he knows he'll contact Optimus Prime. So he decides not to wait for Starscream, and attack the lab with the Decepticons he has with him.

Bumblebee drops off Chip at his home, whilst Chip says he'll get on his computer and warn Dr. Alcazar. Prime has already been alerted and Bumblebee then tries to get Prowl and Bluestreak to come along, but they say they can't -they've got their own emergency to deal with. The pair have found some Decepticons in a hangar, who are repairing themselves. They go to confront them, but are immediately shot at.

Megatron's team arrives at the lab, and Reflector gets the security doors open. Megatron says this way, they'll be able to grab what they want before they know what hit them. Meanwhile, Chip desperately tries to contact Alcazar via his computer. Alcazar receives his message just as the Decepticons enter the lab. Megatron demands the antimatter formula, but Alcazar says he's erased it.

In reality though, he's sent it to Chip instead. Back at the hangar, Prowl blasts Ravage, who runs off and hides behind Soundwave. Soundwave then shoots Prowl, and damages his internal battle computer. Bluestreak attempts to cover him, but is badly outnumbered.

Prowl says he must link up with another online computer, and begins searching. The computer he happens to link up with is Chip's - Chip says he'll assume control now. Using his computer, he's able to have Prowl do some dodges, and avoid all of the Decepticon laser fire.

Bluestreak shoots Starscream back, and Chip has Prowl smash open the canopy of one of the hangar's jet fighters. Prowl wonders what he is doing, and Chip tells him he'll see in a minute. Chip has Prowl move the jet into position, before firing its load of rockets...

...right at the Decepticons. Starscream tells them to get out of here, and they all retreat. Back at the lab, Megatron finds out where the antimatter formula has been sent to. He contacts Starscream and tells him what has happened, and where to go.

The Decepticons land in front of Chip's house. Soundwave sends Ravage in, but Chip hears them all. He has committed the formula to memory, so he destroys the floppy disk by tearing it apart, this way there is no way the Decepticons can learn to make the antimatter. As he finishes destroying the disk, Ravage crashes into the room. Chip tells him that he's too late, the information he wants has already been destroyed.

Ravage brings Chip back with him, and places him in Starscream. Starscream's group head to the lab, just as the Autobots arrive. Rumble tells them that if they try anything stupid, then Chip is doomed. The Autobots head away from the lab, but transform and come up with a plan.

Chip is taken back into the lab, and Soundwave searches through his brain to get the antimatter formula. He's successful and Megatron says now is the time to create antimatter! Back outside, Mirage turns invisible and Hound disguises himself by covering himself up with a hologram of a boulder.

The two approach the lab entrance, and cause a lot of confusion for Rumble, who is on guard duty. As he gets distracted, the Autobots slip by undetected. Inside the lab, the Decepticons have done it -they've created antimatter!

They have some energon cubes ready, and fill them up with antimatter energy. As they continue to fill up cubes, Hound and Mirage arrive to cause more distractions. Hound create multiple holograms of himself, which the Decepticons start shooting at. As they do this, Bumblebee and Spike sneak in and rescue Chip.

Starscream is about to shoot then, but Mirage makes himself visible and shoots his gun out of his hand. With their mission complete, the Autobots retreat and crash out of the lab. Prime sees them and heads in himself.

He crashes through a wall and opens the door to his trailer, as several Autobots drive out of it. Sunstreaker says that they've got to get those antimatter cubes before it's too late, but as they get to the bottom of the lab, Megatron says that it is too late. He throws a cube at them which causes a massive explosion.

The Autobots retreat. Prime says they've suffered losses, but they've not lost the war. For the moment they'll return to HQ for repairs. Back inside, Megatron laughs and says the destruction of the Autobots is now at hand. He's powered with antimatter energon cubes, so he can reduce them to dust molecules! The Autobots head back to HQ as Sparkplug and Ratchet see they're in bad shape. Spike explains they've got to get them fixed up and fast.

Chip thinks this is all his fault, as Megatron wouldn't have gotten the antimatter formula if he hadn't memorized it. Wheeljack says there is no way he could have erased his brain, but anyway, he's got another use for it. There is a project he's been working on, and he thinks Chip and Spike can help. Just then, Ratchet sees that Teletraan I has picked up the Decepticons, who are on their way. Sideswipe and Sunstreaker decide to go out first.

They attack Thundercracker and Skywarp, but Starscream knocks them off. The other Autobots arrive and a big battle begins.

Megatron consumes two antimatter energon cubes and tells the Autobots to beware, he's about to transform into the most powerful weapon in the universe! He transforms to his gun mode and is wielded by Starscream. As he starts blasting, Megatron is doing far more damage than usual, and the Autobots are blown away.

As this is happening, Wheeljack gives Chip a device and says it's now or never. Optimus transforms and heads straight towards Starscream, who sees him but doesn't see Brawn waiting nearby. Prime drives over Brawn, who uses his strength to give the Autobot leader a little boost...

...which causes him to drop Megatron. Skywarp picks him up, but before he can fire, Spike runs over and starts pummeling his leg with a pneumatic drill. He picks him up and says he's no match for him, and points Megatron at him.

Chip rolls for it and gets to the other side of Skywarp, and attaches Wheeljack's device. The device activates and Teletraan I takes over Skywarp, causing him to start rapidly shooting at Rumble. Megatron transforms back and says this has caused his antimatter to reach ignition temperature... he's got to get rid of it! He jettisons the cubes but they ignite seconds later, causing a massive explosion. When the smoke clears, the Decepticons have been defeated. Megatron thinks they've been cheated of their victory, and orders a retreat.

Sunstreaker says Chip saved the day, he's a hero! And Prime tells him they're proud to have him as their friend. Meanwhile, Megatron moans that one small boy came between him and mastery of the universe. But soon revenge and victory... will be his.


-SCRIPT DIFFERENCES: Click here for details.

-Whilst this episode was animated by Toei, it has a very different look when compared to what they did for the previous four episodes, and not in a good way a lot of the time. There's quite a few coloring errors, especially with Thundercracker, who repeatedly gets colored like Skywarp. Characters are frequently off-model and look weird. Wheeljack's lights that come on when he talks are orange in this episode, in the previous episodes they were blue. The Autobot's HQ is shown to be blue/purple in one shot, instead of orange. Possibly the most infamous error with the episode is a sound goof -when Soundwave congratulates Ravage, his words haven't been through the usual sound processing, revealing that voice actor Frank Welker is using his Dr. Claw voice for him.

-This episode introduces Chip Chase, who was originally going to be called Billy. He makes several appearances in the first and second seasons of the show. He's also clearly from the future and has special powers, such as owning a computer in the 1980s that can display camera-quality video and sound, and he also rips apart a floppy disk like it's a piece of paper.

-Cliffjumper isn't doing too well is he? In the previous episode he got swatted aside by Megatron, and he gets creamed by Thundercracker in this one. What's interesting though, is in this episode's original script, it was Bluestreak who was supposed to get hit by Thundercracker, not Cliffjumper. This is why Thundercracker later says "you don't have Prime and Brawn to bail you out this time" to Bluestreak when they fight in the hangar.

-Shockwave's "safe journey" line did not have any special notes on it in the script. However, Corey Burton (Shockwave's voice actor) says it in a bit of a spiteful manner, and the visuals also make it look like Shockwave may be plotting against Megatron. Sadly this wouldn't be the case, and in future episodes, Shockwave is always loyal to Megatron. According to Hasbro staff, this was caused by there not being enough time to get character's personalities consistent between the comics and cartoon, so unfortunately cartoon Shockwave ended up being a bit of a bore. Try the Marvel comics Shockwave instead, he's way better there!

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