"It is the year 2005. The great wars are finally over and the Autobots have won. But while the Autobots celebrate their victory with their new leader Rodimus Prime, the surviving Decepticons, without a leader of their own, and desperately low on energon, have retreated to the burned out planet of Chaar..."

A battered Astrotrain crashes through a mountain, as he plummets onto the surface of Chaar. The Constructicons see him first and rush over, hoping he has brought some energon with him. He lands and half transforms into his train mode, as out spill a few measly energon cubes. The Constructicons go for them, but start fighting each other over who gets what.

Astrotrain manages to half transform to his robot mode, and reaches out for a cube, but the Constructicons see him. Bonecrusher says they can't let Astrotrain have the energon, so he and his team try transforming into Devastator. They manage it, but one of his arms falls off as he doesn't have the energy to hold onto it. He does have the energy to give Astrotrain a good kick to the face.

Devastator grabs one of the energon cubes, but turns around to see Menasor charging towards him. Menasor uses his sword to hit Devastator, causing him to fall apart. Menasor tells the Constructicons if they resist him, they'll be destroyed, so they run off.

Before Menasor can get the energon, Kickback and Bombshell dive in to try and grab a cube. Kickback almost gets one, but then gets blasted at, forcing him and Bombshell to flee. Cyclonus, Scourge and the Sweeps have arrived on Chaar.

They transform and land, as Cyclonus says once Decepticons nearly held a quadrant in terror, now they scrap like Slaargs over a few energon cubes. He asks the Decepticons if this is how they honor the memory of Galvatron, and is it the fate of the mighty Decepticon empire? Astrotrain says that in the days of Megatron it was not like this. Cyclonus says he means Galvatron, causing him and the Sweeps to hail their leader.

Astrotrain tells Menasor that they were the same guy. Cyclonus says they must take desperate measures. Meanwhile, on another planet...

...the Galactic Olympics are taking place. As the athletes go out on parade, Ultra Magnus tells the olympians that may today's games usher in a new age of peace and cooperation in the galaxy. And in the spirit of the games, he's now going to introduce the hero of the Cybertronian wars, the leader of the Autobots, the bearer of the Matrix...

...Rodimus Prime! Rodimus takes to the podium but his only words are "let's do it!". Ultra Magnus tells Rodimus that didn't he want to say something about concord and tranquility in the galaxy, but Rodimus tells him to give him a break! He instead says for the games to be started. At Autobot City on Earth, Bumblebee and Warpath are watching the games. Warpath thinks they sure have an unusual leader.

They watch as Jazz competes in a race, but Bumblebee thought Blurr was supposed to be competing in this one. Warpath explains that Blurr is going to be on some mission. On Cybertron, Blurr is also watching the race, but isn't too happy as he wanted to be competing in it.

Perceptor says he is sending him and Wheelie on the most important mission of their lives. The fate of Autobot City rests in their hands, as he shows them the city's transformation cog. He explains that the original was destroyed in the great battle with the Decepticons, and it controls Metroplex's ability to transform. Until it is installed, the city is extremely vulnerable. Blurr suggests sending it via galactic express, but Perceptor tells him they can't risk their enemies finding out what it is they're sending. They then look back at the monitor...

...just in time to see Jazz win the race. As the Autobots cheer for the olympians, they are unaware they are being watched by some shadowy figures. One of them says that the Autobots walk the thin line between glory and despair, and soon they shall cross it. Another one says they must learn what makes these humans live, and what makes them perish.

They give a signal for a Skuxxoid to make his move. The Skuxxoid uses a device to fire a beam at the game's torch, causing it to send out a massive explosion. The sky darkens, and smoke is sent everywhere.

A ship blasts off and jettisons a pod, which opens up and several shadowy figures climb out of it.

These figures start firing at everyone, and as the Autobots fire back, one of them confronts Spike, Carly and Daniel. Spike shoots at it but his shots don't do any damage, and then they have an explosive thrown at them. When the smoke clears, Carly and Daniel see that Spike is gone!

As the two sides continue to fight, Rodimus tells their attackers to munch protons. Magnus thinks Rodimus is missing a few chips, but Kup tells him he was the same way -until he got blown apart a few times. Springer tells Arcee to cover him whilst he douses the torch.

Arcee shoots down one of the shadow figures, forcing him to flee. Springer blows up the torch, which returns the sky to normal. But the shadowy figures are all gone, and Rodimus wonders what happened to them all. Arcee thinks they either all got blown away, or they just vanished. Rodimus asks what Kup thinks about this, only to find that Kup and Ultra Magnus are gone. Carly tells him Spike is also gone.

Springer heads over and says they were kidnapped. Rodimus says this planet is quarantined, and nobody is to come or leave until Kup, Spike and Magnus are found. And if they don't find them, they'll trash every Decepticon in the galaxy. But then suddenly, a ship crashes out of the ground, and heads straight into space.

Springer says so much for quarantine, and goes to get his own ship. Arcee says he'll need a gunner, and goes with him. As they exit the stadium, Rodimus wonders why he had to be the chosen one.

On Cybertron, Blurr and Wheelie take off in their own ship, and head to Earth. As they leave Cybertron, Wheelie points out Unicron's head, which is still orbiting the planet.

Cyclonus watches the ship leave, but then tells the Sweeps to move, as they enter through one of Unicron's broken eyes. As they get in, Cyclonus tells them not to fear, as Unicron is dead. But they then hear a loud, groaning sound. Cyclonus says it must be the wind, but Scourge points out there is no wind in space. Cyclonus tells him to be quiet.

He looks for and locates Unicron's memory bank, which he uses to display the last visual appearance of Galvatron. The image shows Galvatron fighting Rodimus Prime...

...but he is shown being thrown out of Unicron, being sent adrift into space. Cyclonus is able to trace Galvatron's trajectory, and figures out that he landed on planet Thrull. He tells Scourge to spy the planet, which he does.

Scourge takes a look and is able to see right onto the surface of Thrull, where he can see one of Galvatron's arms poking out of a pool of plasma. He tells Cyclonus that Galvatron lives, as Cyclonus says Galvatron will lead them again.

On Earth, Abdul Fakkadi, who is the supreme military commander, president for life, and king of kings of the socialist democratic federative republic of Carbombya, gives an approaching ship no clearance to land. The ship is being piloted by Blaster and Outback, as Blaster explains they're just here to try and find some Decepticons. Fakkadi tells them he would harbor no such criminals, but Blaster persists. Fakkadi tells his men Blaster is irrational, how is he to debate with such fanaticism?

The Autobots land and Blaster wonders how they can find the Decepticons, as it's like a needle in a haystack. Outback says they can try his Decepticon detector, but Blaster thinks there is no such thing. They head outside, where Fakkadi assures them there are no Decepticons in his country.

Outback tries the detector anyway, which picks up something. Nearby, Ramjet and Dirge are waiting, as Ramjet says he thinks someone must have squealed on them. Dirge says death comes to anyone who crosses him, but Ramjet says death will come to them if they don't thrust out of here and get to Chaar. They take off, but Outback throws an explosive at them.

This causes a big explosion that creates lots of thick smoke, causing the two Decepticons to lose control and crash.

They are confronted by Blaster and Outback, who get them to tell them where the Decepticons are. Outback reports to Rodimus where Chaar is. Rodimus finds the planet on a map, but thought it was a smudge on the screen. Outback tells him that fits the description of Chaar.

Perceptor is examining the remains of one of the attackers from earlier, but transforms and says if he'd been there during the attack he might be able to tell Rodimus what this is. Rodimus says somehow it looks familiar, but it isn't any Decepticon he knows. Perceptor tells him that strictly speaking, they have no evidence the Decepticons were behind the attack. Rodimus says there is only one way to know for sure, and says he is going to Chaar. Perceptor says he'll go with him, but Rodimus reminds him of what happened to the last two guys who tried to look out for him. Perceptor says his point is well taken, and suggests that he should take Grimlock. Grimlock happily jumps for joy.

Springer and Arcee have gotten their own ship, and are following the one that blasted out of the stadium. They see it hide behind an asteroid, so move in, only for their ship to get grabbed and crushed by a claw.

Springer says they've got to get out of here, and Arcee says that's a good idea. She blasts a hole through part of the ship, allowing Springer and herself to jump out. They land on the asteroid, and Arcee wonders if it's biological or mechanical. Springer says they'll investigate.

They hear a noise, but it sounds like it's coming from underground. Springer blasts a hole into the floor, revealing a hidden room underneath. They drop down and find the Skuxxoid operating the asteroid's controls.

The Skuxxoid immediately surrenders, and says that by galactic agreement they are obliged to honor his surrender! Springer points his gun at the Skuxxoid's throat and tells him he knows what he obliged to do, and he doesn't care. The Skuxxoid backs off and tells them they paid him good money. Arcee asks if he means the Decepticons, and at first the Skuxxoid wonders who she means, but then he suddenly agrees and tells her it was the Decepticons.

She tells him since he wrecked their ship, they will be taking his, therefore he will have to take a hike. The Skuxxoid runs off to another, smaller ship, and blasts off.

As he leaves, he contacts his employer and tells them the Autobots think the Decepticons did it. He wants a bonus for his work, but the being he is talking too tells him they'll let him live... unlike some less fortunate prisoners. The Skuxxoid says they can't do this to him, but then his video link is cut.

On Chaar, Rumble is telling the other Decepticons they should go beat up the Autobots, and whilst Onslaught tells him he admires his passion, they have no hope in defeating the Autobots when they can barely sustain themselves. Motormaster says what they need is a strong leader, which is something the other Decepticons agree with.

Motormaster goes on to say that the Autobots used to have a great leader, but his speech is cut short by the arrival of Cyclonus, Scourge and the Sweeps. They transform and land, as Cyclonus tells the Decepticons that Galvatron survives.

The Decepticons cheer for this news, as Cyclonus tells them that with sufficient energon, they can rescue him -and then the Decepticons will rise again! Astrotrain comes over and drops down four energon cubes, as Cyclonus tells him that's it -these few scraps he gives today will power the Decepticons to the conquest of Cybertron, and then the galaxy. He tells the other Decepticons to give until it hurts.

Above the Decepticons, Rodimus and Grimlock are watching. Dead End thinks if they surrender their energon, they're doomed. Breakdown says if they don't, they're doomed too.

Dead End tells them to face it: they're doomed. Motormaster asks them what kind of an attitude is that, and throws over his contribution, but then falls over.

Rodimus sees that the Decepticons are hurting, and never thought he'd feel sorry for the Decepticons. Grimlock says he doesn't feel sorry for them, and instead laughs at them. Rodimus thinks the Decepticons couldn't be responsible for the kidnappings. Grimlock says if they aren't, then who is? He asks very loudly, and as Rodimus shushes him, Cyclonus hears the noise they make. He tells the Decepticons to destroy the Autobots.

The Decepticons charge forward and blast down the cliff the two Autobots were on, sending them tumbling down. The Decepticons move in for the kill...

NOTES

-Most of the new characters from the movie have new voice actors for their appearances in the third season:
-- Rodimus Prime, who was voiced by Judd Nelson in the movie, is now voiced by Dick Gautier.
--Ultra Magnus, who was voiced by Robert Stack in the movie, is now voiced by Jack Angel.
--Galvatron was voiced by Leonard Nimoy in the movie, whilst Frank Welker will voice him in the series.
--Kup, who was voiced by Lionel Stander in the movie, is voiced by John Stephenson in the series.
Some of the new movie characters continue to use the same VAs, with Neil Ross still voicing Springer, John Moschitta voicing Blurr, and Susan Blu voicing Arcee.

-The Autobots now control Cybertron. It's not explained how they did it, as by the end of the movie there was just a small group of them on the planet, but the general fan theory is Unicron had destroyed a great deal of the Decepticons during his attack, and then the Junkions helped the Autobots get rid of the remaining ones later.

-Five Faces of Darkness is clearly using an older draft of the movie's script as a reference -most likely this one -due to certain things that happen in it, along with certain characters who appear:
--Dirge and Ramjet were both killed off near the end of the movie, when Unicron destroys them. However they are in this episode. The above linked script shows that the scene where they die isn't present. Both characters make a few appearances in season three.
--Kickback and Bombshell appear early on in the episode, whilst in the movie, they were reformatted into Sweeps. This is because in the early script, the Decepticons who get thrown out of Astrotrain aren't named, the script just states "weak Decepticons".

-Five Faces of Darkness is also well known for its poor art and animation. AKOM, who previously animated three episodes of the second season, are back, and sadly were used a lot in season three. Check the TF wiki for the full lowdown. The only parts of this episode AKOM didn't animate are taken straight from the movie, these being the opening scene, and the scene showing Rodimus toss Galvatron out of Unicron.

-New characters in this episode include Outback, who does quite well as he actually gets to do things. The other new characters in this episode don't do so well -Decepticons Octane and Tantrum can be seen, but they don't get to do anything. Tantrum's appearance in this episode was probably an error anyway.

-I may as well mention this now: a large number of Autobots from the first two seasons are gone. Some got killed off in the movie of course, but others, who either were in the movie and survived (Hound, Sunstreaker etc) or weren't in the movie period (Tracks, Sideswipe, Hoist etc) are just gone now, never to be seen again. The way it worked was that if a character's toy was still on sale, they could appear in the show, if they didn't, they couldn't appear. So the reason you see some older characters in season 3 -like Soundwave, Warpath, the Dinobots etc -is because their toys were still on sale.

-It's not just some of the Autobots who are M.I.A. -some of the humans are also gone for good. Spike's father, Sparkplug, is gone, and so is Spike's friend, Chip. It's possible Sparkplug was removed from the series due to him being voiced by Chris Latta, who Hasbro had instructed the show's writers to stop using. Chip's disappearance is unknown.