At a city, the Combaticons enter and transform. They drive down a road, before Onslaught orders everyone to form Bruticus. They do, but just a few seconds later he gets totally blasted apart!

Defensor, the combined form of the Protectobots, is the one who shot him. He tells some people to call sanitation, as there's some junk all over the street. In the wreckage of Bruticus, Swindle has survived, and wonders where he is going to find parts to fix up his team.

He heads off to some docks, where he enters a certain ship and meets up with an arms dealer known as just El Presidente. Swindle asks if he can get some spare parts for his damaged colleagues, and El Presidente tells him that can be arranged... for a price.

Meanwhile, in space, Bruticus takes aim at the moon, and fires a special cannon which forces it to go out of its orbit. But this is revealed to just be a computer simulation, something Starscream complains about. If Megatron hadn't spent so much time on the simulation, maybe they'd know if his device really worked.

Megatron silences him and says that once they've blasted the Earth's moon out of orbit, they can control the tides with Soundwave's new device. Then, they will flood a canyon, creating a nearly limitless power. Meanwhile, at the Combaticon's base...

...Swindle has given in to his own desires, and instead of getting parts to fix his teammates, he's now selling what's left of them off! El Presidente wants their weapons and computer systems, but has no interest in any of the other parts. Later on, Skywarp flies over the base, and contacts Megatron to say they aren't answering his landing requests. Megatron reminds him that Decepticons don't need to request anything from Combaticons, so Skywarp lands and transforms.

Skywarp says there is no sign of them, but does see a trail of parts. Megatron tells him to follow the trail. Swindle has gone to a junkyard in the city, where he dumps all of the unwanted parts. A worker asks what's going on, and Swindle explains what he is doing, and if he has a problem with that. Unsurprisingly the guy has no issues.

Starscream and Skywarp have followed the trail, and see Swindle. They dive down and Starscream picks up Swindle just as he is about to leave. Swindle is taken back to the Decepticon HQ, where he is left to explain himself to Megatron. He tries to say it isn't his fault -this greed is built into his personality component!

Megatron wants Bruticus reassembled, and he wants it now! As Skywarp and Starscream hold Swindle down, Soundwave places a bomb in the back of his head. Starscream tells him that if he hasn't reassembled Bruticus in 15 hours, the bomb will go off. Swindle has no choice but to head out and reclaim the sold parts, which he starts doing. Some humans try to stop him, but he ignores them.

Swindle returns to the Decepticon HQ, and gets the other Combaticons rebuilt. Megatron is pleased with him, and says his head will continue to keep his body company. He orders them to transform into Bruticus, and most of the team start to move... apart from Brawl, who Swindle has to help get into position.

The Combaticons try to unite, but are unable to merge and end up falling down. Swindle explains why: he couldn't find Brawl's personality component. He didn't think it would matter, so Megatron tells him to think about this: the bomb still ticks, so he'd better bring the personality component back in time, or disintegrate trying!

Meanwhile, at Benjamin Franklin Pierce high school, Mr. Robbins is going to show his class how a laser works. He says that this laser isn't dangerous, as it's too low powered. But as he turns it on, the beam cuts straight through the metal sheet, then through some books, and finally shatters a window. It's because two of his students, Martin and Roland, messed around with it beforehand. Robbins says he doesn't understand, but when Martin and Roland laugh about it, he says he understands.

As the school bell rings, Robbins dismisses everyone apart from Martin and Roland. He tells them he knows they somehow boosted the output power on the laser. They say they wouldn't do anything like that, but Robbins says he knows they think they are too smart for this class, so he has an assignment for them: get a blue ribbon at the science fair, or they flunk his course! To show that he isn't a rotten guy, he's assigning Elise Presser to help them. Elise meets up with them outside, and says Mr. Robbins just told her they are going to work together. But they think they should work alone.

They then hear someone screaming for help, and see that a building nearby has caught fire. Two window cleaners are about to fall, but then the Protectobots arrive. Groove says that some liquid nitrogen ought to cool things off around here.

Hot Spot transforms and says anything that Groove can't reach, he can. Blades transforms and cuts the wires to the platform the window cleaners were on, causing them to fall, but thankfully Streetwise quickly moves in to save them.

Having seen everything, it gives Martin an idea: they should build a robot for their science project! They go to a dump, something the boys aren't too happy about, but Elise says it's because they can't afford to buy parts. But there's lots of perfectly good junk here. She finds a small computer and says it could be good for something, she's not sure what just yet though.

The group return to the high school, as Elise worries that if they get caught here, they'll be expelled. Roland still isn't too sure they can build it, whilst Martin comes up with a name for their new creation: Biotronic Operational Telecommunicator, or B.O.T. for short. They get B.O.T. put together, and try powering him on.

B.O.T. doesn't seem to want to do very much, Martin try to get him to say his name, but he just mumbles a word. Roland thinks he must have put something in backwards, but Elise tells them to look at this -she's getting the strangest readings from the box she found. She decides to hook it up into B.O.T. to see if it does anything.

Seconds after she does this, B.O.T. starts to go on a rampage! As he trashes the room, Elise thinks she wired the box in wrong, whilst Martin and Roland think they should shut him off -but how? Elise tries reasoning with B.O.T., telling him they they built him -so she doesn't really think he should be acting like this. B.O.T. stops his attack...

...but Martin then runs in, wielding the laser used in class earlier. B.O.T. walks off and breaks through a wall. Elise tells Martin now he's done it -she nearly had B.O.T. under control, but now he's gone off to do who knows what, and they can't stop him! Roland says she's right, they can't stop him, but he knows who can: the Protectobots.

They head into another room, where Roland uses a computer to send out a distress signal. The signal is picked up by Gears as the Autobot HQ, who says it's coming from the Benjamin Franklin Pierce high school. Ironhide thinks it has a funny name for a defense establishment, but Optimus Prime tells him, Bumblebee and Gears to check it out.

At the junkyard, Swindle has returned and is threatening the worker over the whereabouts of the personality component. The guy thinks that maybe those kids took it, so Swindle heads off. Meanwhile, the Autobots arrive as the high school, but Roland says they aren't the Protectobots. Bumblebee says they're the Autobots, and Gears says they're all on the same team. The kids take them inside, and they hear noise in the cafeteria. They head in and Roland says this is why they called them...

...to deal with B.O.T.! Gears finds it hard to believe they came all the way out here for that hunk of junk, but Elise warns him not to insult B.O.T., as it makes him mad. The Autobots head towards B.O.T., but he sees them and throws a container at them. Elise says she told them he'd get mad, but Gears says now he's mad. He fires a shot...

...only for B.O.T. to reflect it back at him, knocking him down. Bumblebee tells him that trash cans seem to get smarter all the time. Ironhide tries using some molten lead...

...but B.O.T. avoids it, and as the lead spreads around, it causes part of the floor to crumble, nearly taking Ironhide with it. As Gears helps him back up, he tells Ironhide that this is so degrading.

B.O.T. runs off and locks a door behind him. Gears tries to bash it down, but he can't -on the other side, B.O.T. has blocked it off. B.O.T. then jumps through a window. Elise tells everyone to follow her, as she knows another way out. They get outside the school, just in time to see B.O.T. run off into the fire-damaged building.

Swindle has seen them, but keeps his distance. As the Autobots move in, Ironhide tells the kids to wait here, as this could be dangerous. He catches up with Bumblebee and Gears, and see that an elevator is moving up, so B.O.T. must be in it. Ironhide jams the elevator doors.

The Autobots start to run up the stairs, as Roland and Martin drag Elise into the building. They were tired of waiting, but Elise doesn't think they should be in here. Martin unblocks the door, and they start to take the elevator up.

The Autobots are still running up the stairs when they suddenly get shot at. They can't see where they are being shot at from, so Ironhide tells the others to just shoot, as B.O.T. has to be up there somewhere. They fire upwards, and then continue up the stairs.

But they see what was firing at them wasn't B.O.T. -it was Swindle! Meanwhile, the elevator suddenly stops, so Martin and Elise give Roland a boost so he can find out what's up. He's dismayed to see that B.O.T. is messing around with the elevator cables!

But B.O.T. then gets blasted from behind, and is deactivated. The kids are able to get out of the elevator, where they see Swindle running off with something.

They rejoin the Autobots and head back outside, where they see Swindle transform and drive away in a hurry. Roland says they've never seen that one before, and Bumblebee explains that was Swindle, one of the Combaticons -they're Decepticons. Roland says this is sure getting complicated, and Martin thinks they should have just taken the F in science.

At the Decepticon HQ, Brawl is restored to his usual self. Megatron tells Swindle he's vindicated himself, but grabs him by the throat and makes it clear if he ever pulls a stunt like this again, he'll have him melted down for scrap tutonium!

He tells the Combaticons to form Bruticus, and this time, they are able to do it. Megatron says they'll soon control the oceans.

Back at the school, Elise finds that the box she put into B.O.T. is gone. Roland thinks it must have belonged to the Combaticon, whilst Martin believes it was that that turned B.O.T. into a violent maniac. Elise doesn't think they should get involved any further, but Martin prints off a graph of the brain response they got when that box was hooked up to the scope. Martin tells him they can home in on this signal to find out where B.O.T. is. Elise drives them out in her car, but as they get close to the source of the signal, they realize the source is out in the middle of the ocean. Roland says this is where he draws the line, but Elise tells them to check this out.

She pulls out a device and says she bets they can find B.O.T. by using the speech synthesizer. Martin realizes she had rewired it, so instead of synthesizing and transmitting, it now receives and decodes. Elise says it's something like that, now to see if it works. She puts some headphones on and passes a set to Roland and Martin, and are able to listen into the conversation the Decepticons are having. Megatron says there is one Earth rotation left until they blast the moon out of orbit. But first, he wants to test fire the orbit disruptor, and says Autobot HQ will be their target.

Having heard this, the kids get to Autobot HQ right away to warn the Autobots about Megatron's plan. Prime thinks they might be able to still stop the Decepticons, but only Defensor can stand up against to Bruticus. Prime tells Ironhide to contact the Protectobots, but as he does, Roland asks if someone else could pick up the signal. Ironhide tells him it's on a sub-frequency range, which no Earth equipment can receive. In fact, the only equipment capable of receiving it belongs to the Protectobots. At the Protectobot base, the team get the signal, and move out.

The Decepticons move into position outside the Autobot HQ, and Megatron has the Combaticons transform into Bruticus. But the Autobots are ready for them, and start firing. Bruticus is too dumb to move and just stands there getting blasted, so Megatron tells him to transform back into the Combaticons.

He does so, and the Combaticons then start firing back at the Autobots. But then then Protectobots arrive and start helping the Autobots out. As Streetwise shoots down Starscream, some of the Decepticons rush back towards the orbit disruptor cannon. Hot Spot asks if it's hot enough for them, and starts firing.

Inside the HQ, the kids are watching and Roland says that as the Autobots helped them, there must be something they can do to help back. Elise has an idea, and quickly links B.O.T. to Teletraan I. Using Teletraan I, she gets B.O.T. to run outside, and head towards the cannon. Back at the battle, the Protectobots transform into Defensor, who activates a force field to protect some of the Autobots.

Megatron tells his forces to stop firing, as there's a force field up. Bruticus takes position at the cannon, as Defensor's force field comes to an end. This allows the Decepticons to blast him so hard...

...that he falls apart back into the Protectobots. Megatron tells Bruticus to fire the disruptor, which he does, only to have it blast the Decepticons! Megatron watches as Starscream is sent flying, and yells at Bruticus not to aim it at them. Bruticus says he can't control it, and backs away.

The reason is because B.O.T. has messed with the cannon. Elise gets B.O.T. to hit the over load switch, which makes the cannon explode, and take B.O.T. with it.

Bruticus is sent flying by the explosion. Later on, Prime thanks the kids for their help, but Elise says they couldn't have done it without Teletraan I. Bumblebee says sorry about their robot, but as Elise suggests they build another one, Roland and Martin gag her and take her away, saying that that about wraps it up.

NOTES

-This is the final episode of the second season. The Transformers: The Movie is the next stop, but you might also want to check out Scramble City. Scramble City is an original video animation that was initially only available in Japan, and was never officially dubbed into English. It takes place between the end of the second season and the movie.

-The Combaticons appear to have their own base, but this is the only time it's ever seen. This is also the second and last time the Protectobot base is seen.