The Decepticons, battered after the battle with Unicron, have been forced off of Cybertron. They regroup on a planet called Chaar, where they become energy-depleted and fight amongst themselves when Astrotrain brings back a few energon cubes. Cyclonus, Scourge and the Sweeps then arrive. Seeing the state of the Decepticons, Cyclonus decides they must take desperate measures. Meanwhile, the first Galactic Olympics are taking place, which are hosted by the Autobots. On Cybertron, Blurr is annoyed he can't compete, but Perceptor is sending him and Wheelie on an urgent mission. Metroplex's transforming cog was damaged during the great battle at Autobot City, and they're being sent to Earth with a new one. At the games, a group of shadowy figures suddenly attack.

When the smoke clears, Rodimus Prime realizes that Ultra Magnus and Kup are gone. Carly says that Spike is gone too. They then see another ship blast out of the ground and head into space, so Springer and Arcee get a ship of their own and go after it. Meanwhile, Cyclonus enters Unicron's head and looks at his memory banks to find the last visual image of Galvatron. Scourge is able to locate where Galvatron has crashed: a planet called Thrull. On Earth, Rodimus has sent Blaster and Outback on a mission to find some Decepticons, believing them to be the ones behind the games attacks. They eventually find Dirge and Ramjet, who reveal that the Decepticons are now on Chaar. Rodimus and Grimlock head to Chaar.

Springer and Arcee chase after the ship, which hides behind an asteroid. As they approach, the asteroid deploys a claw which crushes their ship. The two manage to get onto the asteroid, where they find a Skuxxoid. The Skuxxoid says they paid him good money, so Arcee asks if by "they" he means the Decepticons. The Skuxxoid says yes, then leaves the asteroid in another, smaller ship. He then contacts his employers, wanting a bonus, but they cut transmission.

Cyclonus and the Sweeps head back to Chaar, where they tell the rest of the Decepticons that they intend to rescue Galvatron. They ask for energon, so the Decepticons give what they have left. Rodimus and Grimlock watch, as they see Motormaster fall over due to being so energy-depleted. Rodimus realizes that the sorry state of the Decepticons means they couldn't have been the ones who attacked earlier. Grimlock gets confused and noisy, wanting to know who the real bad guys are. Cyclonus sees them and orders the Decepticons to attack...

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. 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. The reason for Chip's disappearance is unknown.

-In the previous season, Onslaught was voiced by S. Marc Jordan. In this episode, he's voiced by Terry McGovern.

Errors

-Either Cyclonus is far too big or Unicron's head is way too small during this shot.
-When Blaster asks how they're going to find the Decepticons, there are two Dirges.
-When Perceptor inspects the wreckage of a Sharkticon, this shot of Rodimus uses the wrong background -sky can be seen, but he's supposed to be indoors.
-Drag Strip's eye visor is colored gray instead of red during this shot.
-Soundwave's chest insignia is missing during this shot.
-Galvatron can be seen during this crowd shot, even though he's meant to be on Thrull at this point.