Starscream, Astrotrain and Blitzwing fire into a cliff, creating images of themselves and Megatron in the rock. But Blitzwing says one head does not belong, and Starscream agrees: one head has failed to lead them to victory over the Autobots. Astrotrain says this mistake will be corrected, as the three of them blast Megatron's head.

They head back to the Decepticon HQ, as Blitzwing says he will lure Megatron into their trap. Astrotrain says why not let Starscream do it, but Blitzwing says Starscream has being trying to dethrone Megatron for years, he's just a failure. Starscream says he hasn't failed, he's just been waiting for the right time. He says the time is now, and he heads off to Megatron by himself. Blitzwing says fooling him was easy, and Astrotrain tells him no planet ever lost its orbit underestimating the stupidity of Starscream. Later on, Starscream leads Megatron to what he say is a hidden Autobot power station, located inside a sewer.

Megatron says they'll need reinforcements, but Starscream says this is their mission, they don't need to share the glory. Unless he's afraid? Megatron shoves him out the way and says he knows no fear. As they walk further in, a door locks shut behind them, and suddenly the room gets filled with absolute zero degree molecules, which freeze Megatron up.

This is all part of the plan, and Starscream goes to unlock a hatch to escape. However, he's been betrayed by Astrotrain and Blitzwing, as the hatch won't open and he also ends up also being frozen. Outside the room, Astrotrain checks the temperature and finds out it's 470 degrees below zero in there.

At a stadium, a football game is taking place, when Blitzwing crashes into the stadium. As he hears the coach's instructions, he believes the place to be a battle simulation arena, and thinks this is an excellent place for his HQ. One player asks the coach what he should do.

The coach tells him to give Blitzwing the ball, so he does by throwing it right into his turret. Blitzwing fires the ball...

...which hits the scoreboard, giving the home team two points. Blitzwing transforms and declares he wins, then asks the coach if he's the commander in charge. The coach explains that he's... the coach, but Blitzwing says no one fools him. He believes the coach to be a great military strategist, so he'll be his second in command. The coach says he has a contract, but Blitzwing tells him contracts, like traitors, are made to be broken.

Meanwhile Astrotrain heads to a train station. The train conductor sees him and wonders why track nine has an unscheduled train on it, but when the train transforms, he runs away in panic. Astrotrain declares this place to be his HQ. He punches down a wall, causing the humans inside the station to flee, but he says he doesn't need them.

He heads back out and says these trains are his troops, but even soldiers need brains. He goes back in and helps himself to some computer parts, then starts installing them into his new army.

Back at the stadium, Blitzwing punches through a wall to the locker room, and tells the coach that it'll be his new office. He wants some military advice, but the coach tries to tell him he only knows football plays. Blitzwing warns that if he doesn't tell him what's on his mind, he'll splatter it on the wall, and see for himself. The coach recommends zone defense, so Blitzwing tells him to stay here at his desk, and throws him in a locker.

Blitzwing gets the Constructicons to help him, as has them construct a highway maze. Scrapper contacts him and asks what the purpose of the maze is, to which Blitzwing tells the ignorant fool that it's a zone defense. He tells him to get to work, or he won't get his share of ruled partnership he promised.

He then goes back to the coach and says he needs more strategy. The coach suggests the long bomb, so Blitzwing thanks him and puts him back in the locker. He then transforms to his tank mode and heads out, and starts firing into the city, destroying a bridge.

At the bridge, Hoist pulls one car out from the water, then heads down to hold part of the bridge up, to let some remaining cars get off it. Back at the stadium, Blitzwing decides what he's done is worth at least five points, and gets his scoreboard updated.

He continues blasting the city, and soon a group of Autobots are sent in. Prowl tells the group that Prime told them the bombs are coming from inside the stadium, to which Skids says they'll stop them at the ten yard line. Scrapper notices the Autobots heading towards them, and lets Blitzwing know. He's about to assume attack position, but Blitzwing tells him to let the Autobots through, as he'll take them on personally.

The Autobots -Tracks, Prowl, Bluestreak and Skids -enter the maze. They soon get lost inside it, but Blitzwing is able to see where they are from above thanks to his jet mode. He transforms to his tank mode and drops in, and Bluestreak crashes into him. Not long after that, Skids and Prowl accidentally end up crashing into each other.

Blitzwing finds them and runs them over, and then Tracks narrowly avoids crashing into him, only to end up crashing into a wall.

Blitzwing returns to the stadium and says the Autobots are worth ten points each, so he gets the scoreboard updated. Meanwhile, at the train station, Astrotrain has gotten his new troops finished.

He raises his hand and tells them to repeat after him: We, the soldiers of the Astrotrain empire, will obey Astrotrain and scavenge the energy for his empire. The trains light up and blow their horns, so Astrotrain leads them towards where they can get energy from. One train comes across some exposed power cables, but keeps ramming into them.

Astrotrain transforms and explains to his solders that they need to pull their transport cars up to the pipes, then fill them with the oil. He also tells one train to harness the gas, which it does by bashing into the pipe repeatedly and sending the gas everywhere. Astrotrain laments that it's hard to get good help these days.

Back at the stadium, Blitzwing has updated the scoreboard yet again, whilst Scrapper constructs a throne for him out of the defeated Autobots. Blitzwing contacts him and asks how big their zone defense is, but he can't tell -all of the other Constructicons have gotten lost in it. He just knows it's big. Up in the sky, Powerglide heads over the maze, and contacts Smokescreen and Hoist, telling them he's found the missing Autobots.

Smokescreen and Hoist head into the maze, but thanks to Powerglide, they are able to get through it. They find Scrapper, so Smokescreen uses his smoke to create some camouflage...

...allowing Hoist to pull the Autobot throne out with him. Scrapper yells there are intruders, but Blitzwing sees this as a chance to score some more points. He heads into the maze in his jet mode, but thanks to the smoke he ends up crashing straight into Scrapper.

Back at the station, Thrust and a few other Decepticons decide to check on Astrotrain, and Thrust asks him how his job on the railroad is going. Astrotrain tells him to show some respect for his leader, and shows them all the energon he's created. Thrust asks where his so-called troops are, so he stops and tells the Astroforce to fall in. They don't respond, so the Decepticons head in and find that the trains have crashed. Astrotrain tells them to come on.

Thrust tells Ramjet that Astrotrain couldn't lead rats to a garbage can. Astrotrain tells his force to start their engines, and one of them eventually does. He tells the train to rev up and collect the energon cubes.

However the train moves out too fast, and ends up hitting a water main, causing water to leak out everywhere. The other Decepticons leave as Astrotrain gets washed out of the station. Because of this, the water ends up leaking into the room where Megatron and Starscream have been frozen.

The water melts them and they are washed away, but Megatron accuses Starscream of leading him into a trap. Starscream says the triple changers tricked him as they said the place was a power station. Megatron blasts a hole through the ceiling and climbs up, but before Starscream can do so, he tells him he must either by lying, or stupid.

"I'm stupid, I'm stupid!"

Optimus Prime, Ironhide and Spike arrive at the flooded city, and see Megatron and Starscream flying away. Prime goes to try and plug the leak, but ends up making it worse. Spike gets washed away, so Prime has to go after him.

He eventually gets to Spike and places him inside his cab, using his air conditioning to revive him. Powerglide then flies in and takes Spike away.

As Powerglide heads out, he sees Trailbreaker and tells him all this water is beginning to dampen his day. Trailbreaker uses his force field to divert the water away, letting Prime and Ironhide head to the train station.

They find the source of the leak, and Ironhide uses some liquid nitrogen to patch it up. Back at the stadium, Blitzwing has added a few more points to the scoreboard...

...when the Constructicons crash through and destroy it. They declare that victory is theirs, but Blitzwing is angry at them for breaking his scoreboard. Scrapper says they built his maze, so now he needs to keep his part of the bargain -a partnership in leading the Decepticons! Blitzwing tells them to go build a bridge -then jump off it! The Constructicons transform into Devastator, to which Blitzwing tells the big guy he meant no offense!

Prime tracks down Megatron and Starscream, who are looking for Astrotrain. They fire at him, but he says he has no interest in them, as he's looking for the leaders of the Decepticons. Megatron says he is the leader, but Prime thinks he and Starscream are just a nuisance -a couple of metallic mosquitoes. Megatron says to feel his bite, and fires at him again, but Prime transforms and drives off.

Megatron and Starscream head out, as Megatron says the tripe changers are his. Some of the Decepticon jets follow them, wondering who's going to win. Thundercracker thinks Megatron will prevail, but Thrust bets him three energon cubes he's wrong. As Thundercracker tells him to make it four, Ramjet says his money is on Devastator. Meanwhile, Trailbreaker gets the water to head right through the maze.

He also gets the washed up Astrotrain sent towards the stadium, as the other Autobots watch. Prime says he never gets involved in domestic squabbles, whilst Ironhide thinks they need a programme to follow the players. The water hits the stadium, breaking down a wall and flooding it, bringing Astrotrain along with it.

Blitzwing transforms and knocks over Devastator, and asks his "partner" Astrotrain for a little help. As he runs towards Devastator, Astrotrain tells him sure... right after he settles the score with him. He shoots at Blitzwing from behind.

Blitzwing turns around and starts fighting Astrotrain, just as Megatron and Starscream arrive. Megatron bashes the triple changer's heads together and tells them to get this straight: he is the Decepticon leader, and they are recyclable. However Devastator appears behind them, and says the Constructicons are leaders too, as Blitzwing promised.

Megatron starts blasting him, but doesn't do any damage and ends up being thrown. Starscream says Megatron is a wimp, but Devastator thinks so is he. Starscream says he's fast, and transforms.

He starts fighting Devastator, whilst Blitzwing and Astrotrain continue to fight each other, with Blitzwing accusing Astrotrain of being a traitor. Megatron blasts them both and says he sees two traitors here. Devastator smacks Starscream out of the air.

As he crashes, he transforms, just as Astrotrain and Blitzwing say he is the real traitor. Starscream tells Megatron not to listen to them, but before anyone can continue, Devastator lifts up Megatron. The other Decepticons start firing at him.

The Autobots watch from outside the stadium, but Prime decides not to get involved, as the Decepticons aren't shooting at them. The Decepticons shoot each other until they all fall down, but Megatron gets up and says their cause supercedes personal vengeance.

But he says to never forget that he, Megatron, will always be the leader of the Decepticons. The Decepticons regroup and fly off, as the Autobots watch them go. Ironhide says Prime was right, Megatron has taken care of the Decepticons for them. Prowl says there's only one great leader in the universe... he, Skids, Tracks and Bluestreak unite into a throne for him to sit on. But Prime says thrones are for Decepticons, and besides, he'd rather roll!


-This episode marks the second and final appearance of Skids in the show. Like in Quest for Survival, he only gets one line and his voice actor for this episode (Dan Gilvezan) is different to who was used previously (Michael Chain). And also like in his previous appearance, he really doesn't get to do much other than be beaten up.

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