At a marketplace, a guy brings a wrecked car over and asks a couple of other guys if they can fix it. One of them says it's no problem, but then chases after a kid, Hassan, who takes a tire from the car. He gets the tire back but ends up throwing it at him. Hassan takes it back with him.

Nearby, a guy called Ali drives up and tells his men to look lively and start loading the parts. They grab a batch of parts and start putting them all into a truck. Hassan watches what they are doing...

...but then one of Ali's guys catches him. Ali tells Hassan that if he catches him spying again, his hide will decorate his trophy room! A little later on, the Aerialbots arrive. They need to get more data on when so many aircraft are disappearing from this area.

Slingshot thinks it's probably because they just can't fly well enough to get back home, but Air Raid what does he expect -they're only Airplanes, not Aerialbots like them. They then get a mayday signal from within a canyon, and dive down to take a look. Silverbolt contacts Optimus Prime, just in case they need any help for the victims. As the Aerialbots get closer, Silverbolt says if he didn't know better, this canyon is the perfect spot for an ambush. And just then, Onslaught appears and starts firing... does Brawl. The Aerialbots split up and even more Decepticons appear, and attack them.

The Aerialbots return fire, just as Blast Off arrives on the scene. He chases after Slingshot, forcing him to land in a small cave.

Blast Off then destroys the cave's entrance, trapping Slingshot inside. Onslaught says that one of the Aerialbots is buried, so now they must annihilate the others, but then Optimus Prime and a group of Autobots arrive and fire at them.

The Aerialbots transform and land, but Onslaught decides to call a retreat, so he and the other Combaticons withdraw. Prime, Skydive and Silverbolt work together to create a gap in the cave, and then Hoist tows Slingshot out.

The Autobots head back to an air base so Slingshot can be repaired. Ratchet gets most of him fixed up, but says to get his weapons working, he'll need a new console from their HQ. As Slingshot it still feeling shaky about flying, Ratchet says he'll get it sent over and the base mechanics can install it. Skydive says that planes have also been disappearing from the base. He tells Silverbolt that if he pretended to be a regular jet, he could get stolen by the plane-nappers.

Slingshot says once they know who they are, the Aerialbots can bust this thing wide open. Skydive transforms, and Slingshot says since he's going to be here for a while, he may as well give him a hand. The two wait in their jet modes and the other Autobots leave. Later on that evening...

...the plane thieves show up and start taking the jets apart, including Slingshot and Skydive.The thieves place the planet parts into containers, then cover them up with laundry. Slingshot attempts to contact Silverbolt, only to find that his radio transmitter has been disassembled.

The containers are placed into several laundry trucks, which drive off and leave the air base. They head back to Ali's palace.

The trucks are unloaded, and Hassan happens to see them. The jet parts are placed into cars, but two of Ali's guys tell their leader that this container -the one containing the Aerialbots -have parts that are much too complex for using with cars. Ali tells them to put them back into the laundry truck.

Hassan tries to help out one of the guys, but Ali quickly spots him and says little brats shouldn't meddle with things that don't concern them. Hassan gets tossed aside, but the thinks anything this secret has got to be interesting.

Swindle thinks they'll be lucky if Ali's sorry-looking bunch of cars can get into first gear, and he then transforms. Ali drives him whilst telling his men to follow him. As the convoy moves out, Hassan follows them on his bike. He follows the last truck and manages to get its doors open...

...before driving his bike inside it. As he does this, Skydive wonders what all the noise was, but Slingshot tells him to shut up. Hassan removes a sheet and finds the two Autobots, and Skydive is upset that their cover is blown.

They transform and Slingshot tells Hassan he's in big trouble, as he's a jet plane thief! But they then realize they're missing their limbs -stuff like their arms have been used to build those ridiculous cars. Hassan says he's no thief, but if they're after Ali, he wants to help. Meanwhile, Ali reports to Megatron that he and Swindle are on their way to him, with the latest additions for their drone air force. Megatron reminds him it's his drone air force, whilst he may have deposed Prince Jumal and made his palace available to them, only when the Middle East oilfields are theirs will he receive his reward. As he has this conversation, some of the other Decepticons are working on the drone planes.

The convoy arrives and is inspected by soldiers, who are looking for planes, so don't find anything of interest and let Ali's group through. They arrive at the palace, and work immediately starts on taking the cars apart and using them on the planes.

Ali shows Blast Off the two jets they couldn't use. Blast Off tries to mess around with Slingshot's interior, but Slingshot deliberately makes a panel explode. Blast Off declares them to both be cheap junk, and not worth the trouble to assemble. He tells Ali to finish equipping their new fighters with remote control units, as they'll need them in battle soon. He and Ali then walk off, and Skydive tells Slingshot that was a nice short circuit.

Later on, Hassan has helped Skydive and Slingshot put themselves back together, but Slingshot is missing some parts. Slingshot thinks this is just great, he can't go into battle missing half his chest! Hassan then drives up and has a solution: the grill chest plate from the Prince's Rolls Royce. Slingshot takes it and finds it fits right in, and flips it around. He thinks the Prince will be upset if they tear apart his car for spare parts, but Hassan is sure the Prince would want him to have the very best.

Skydive then asks if Hassan could find Slingshot a weapons console, if he showed him his. The next morning, Skydive gets a signal from Silverbolt, telling him that the rest of the Aerialbots are on the way. Hassan moves out towards the new mobile fortress the Decepticons have created.

Silverbolt and Air Raid arrive, but Megatron orders Blast off, Ramjet and Vortex to take control of the drone jets and annihilate the Aerialbots. They transform and take off, taking nine drone jets with them.

As this happening, Hassan arrives at the fortress and gets inside it. The three Decepticons take control of three jets each. Slingshot thinks that with the odds being 12-2, their guys are going to get killed, but Skydive says make that 12-3, and he transforms and takes off. Slingshot says to count him in...

...but Hassan contacts him via radio and tells him not to do it, as he can help once he's got him the console he needs, which he's just found. Meanwhile, the Aerialbots engage the drone fighters, destroying several of them.

The other Combaticons join in the fight, as Megatron watches from within the fortress. He tells Rumble and Frenzy to activate the fortress, which deploys weapons and opens fire on the Aerialbots.

Slingshot decides to do something without his weapons, and avoids being blasted by Dirge before charging into Onslaught. Onslaught gets knocked over onto his side, and his shots accidentally blast Ramjet.

Swindle and Brawl appear and get Slingshot off of Onslaught, before tossing him aside. Onslaught transforms and starts shooting at him, forcing him to back off. He then has to duck to get out of the way of Blast Off, who dives down and tells the rest of the Combaticons to unite into Bruticus.

However Slingshot lands onto him to prevent him from transforming. As Blast Off flies around wildly trying to get him off, Hassan gets the weapons console Slingshot needs. Megatron then tells Rumble to prepare the fortress for take off.

Hassan goes to leave, but the doors shut and lock him in: the fortress is taking off! As it heads into the air, Blast Off zooms towards it.

Slingshot gets thrown off and lands on the head of the fortress, but its tentacles grab him. With him out of the way, Blast Off returns to the other Combaticons, who transform and unite into Bruticus.

Bruticus says that he will destroy, and starts fighting the Aerialbots. Slingshot thinks his team are going to get killed, but Hassan then appears. He gets to Slingshot and installs the weapons console into him.

Now able to use his gun again, Slingshot blasts some of the tentacles to bits and then gets himself and Hassan off the fortress. Meanwhile, Air Raid goes in, but gets smacked down by Bruticus.

Slingshot attaches a tow cable to one of the legs of Bruticus, causing him to fall down. Just then Fireflight finally arrives at the battle, as he and the other Aerialbots transform and unite into Superion.

As Superion starts to fight Bruticus, Megatron is watching. He tells Rumble and Frenzy to annihilate Superion, so they pilot the fortress and have it fire on Superion, knocking him down.

However he kicks the fortress so hard it gets sent flying back into an oil field and crashes. The Decepticons and Ali stumble out, and whilst Ali whines about being promised world domination, Megatron tells him he'll be lucky if he lets him live!

Superion separates into the Aerialbots, causing Bruticus to miss his charge and fall over. The Aerialbots then attack from above, blowing up part of the oil field, and the Decepticons with it.

Later on, the Aerialbots return to the palace, and Air Raid finds out that Ali threw the Prince out so he and Megatron could rule the world together. He wants to deal with Ali, but Silverbolt thinks they should let Prince Jumal deal with him. Slingshot says it might not be easy to find him, but then Hassan shows up and says it might be easier than he thinks. It turns out he is the Prince, and says after Ali drove him out of the palace, Hassan was a disguise he used. He didn't know what he was up to, but thanks to Slingshot and... he notices Slingshot looking worried. He asks what's the matter, and Slingshot says he's just remembered: he's still got the grill for his car on his chest! Will he want it back? Jumal laughs and says his hobby is to fix up old junkers, to which Slingshot asks if he's calling him a junker. Jumal tells him not to worry -he'll always be a Rolls Royce to him.


-This episode was clearly aired out of order -the Combaticons are present, and the Aerialbots aren't jerks. The Combaticons will be properly introduced in Starscream's Brigade, whilst the Aerialbots will have a life-changing experience in War Dawn. It's unknown why this episode was aired out of order, some fans believe the other episodes had production issues that led to them being delayed, but nothing has been confirmed.

-It's never mentioned as to why Fireflight joins the battle late.

-In the previous episode, Superion was voiced by Frank Welker. But in this episode and for the rest of his appearances in the series, he's voiced by Ed Gilbert.

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