As the Decepticons head towards the Autobots with their guns blazing, Rodimus tells everyone that this is the last big party of the summer, so they should go out with a bang. Ultra Magnus asks him if just once, couldn't his attitude reflect the gravity of the situation? Rodimus says not if he can help it.

Deliberata is rooting for the Decepticons, at least until Grimlock smacks him with his tail and tells him to shut his faces. As the Decepticons close in, Blast Off says the Autobots are helpless, and this time their doom is certain. Dead End says they owe this grand opportunity to their new allies. Galvatron enters the scene, and tells the Decepticons to learn the price of their disloyalty.

Cyclonus asks who they attack, so Galvatron blasts him and makes it clear: everyone! They start shooting down the Decepticons.

The Decepticons see that their real leader has returned. Motormaster asks to be spared, as if he is, he's Galvatron's to command. The Decepticons shout out that they hail Galvatron. Swindle says that they gave them energon, and led them on this raid, so what can he offer? Galvatron is curious who "they" are, and decides to go and introduce himself. He flies towards the Quintesson ship.

The Autobots wonder why the Decepticons have stopped firing. Ultra Magnus says it's sloppiness and disorganization. As he's tried to teach him, undisciplined thinking can make even the simplest task impossible. The two head inside the building they'd seen, only to find that most of the equipment inside it doesn't work. The TVs do work however, and it gives Rodimus an idea. He contacts Wreck-Gar.

Wreck-Gar wonders why they've come on down to Goo, but Rodimus explains that they crashed here. Wreck-Gar warns they are in danger of being cancelled or losing their time slot, but Magnus doesn't get it. Rodimus explains: they're going to get killed. Rodimus asks Wreck-Gar to provide some personalized service with friendly, convenient payment terms. Wreck-Gar tells him he'll put him in good hands.

Meanwhile, Marissa arrives at Io. She contacts Blaster, who asks if she has seen any sign of Blurr and Wheelie. She closes in and spots them, but they are being attacked by creatures called lightpoles. She tells Blaster she's going in, as Blurr and Wheelie try to run away.

The lightpoles surround Wheelie, so he throws Blurr the transformation cog and tells him to take the cog as he's faster, and save Metroplex from disaster. Marissa lands her ship and tells Blurr to come aboard, but he wants to save Wheelie. He quickly thinks about what to do and what his choices are...

...before decided to go and help Wheelie. He starts punching some of the lightpoles, but they soon overwhelm him as well. Marissa has to take action, so she gets out of her ship and uses a jetpack. She flies over and starts blasting at the lightpoles.

She hits a few of them, but they reveal a surprise: they can transform into missiles. A few of them do this and launch themselves at her, but she just about manages to evade them. She then resumes firing on them.

She yells for Blurr and Wheelie to get to the ship, but as they run towards it, a bunch of lightpoles appear from above. Several of them transform and fly down onto the ship, blowing it up.

Blurr says it's official: they're not going anywhere, which means they'll stay here forever, which means they won't be here for very long with those things attacking them. Marissa tells him to be quiet - if he's going to panic, panic productively! She tells the two Autobots to help her find out if the radio is still working.

Above Goo, Galvatron introduces himself to the Quintessons by shooting their ship. The Quintessons think that this one must be dealt with differently than the others. One comes up with the idea of negotiating with him, but not from a position of weakness, but a position of falsehood. Galvatron orders the Decepticons to fire, as they blast their way into the ship.

Galvatron demands they show themselves, so they do. One of the Quintessons says they wish to be his allies, and want to help him defeat the Autobots. Galvatron says he didn't ask for their help, so what makes them think he wants it? He fires a warning shot at them, but one begs for him to stop. He tells the others they have no choice: they must tell him. They refuse.

Galvatron wants to know what they want to tell him, so one of the Quintessons says there is a Decepticon Matrix of Leadership. Galvatron picks him up and slams him, before asking about the Decepticon Matrix, as he's never heard of it. The Quintessons want to know what they'll get for giving him this information, so Galvatron tells them he might let them live. They tell him their lives are not enough, as in addition to letting them live, he must destroy the Autobots on Goo.

On Goo, Rodimus and Magnus are leaving the building, when they get shot at. The Autobots see that Galvatron is approaching, so they start firing at him. He takes the hits and yells that they succeed at nothing but increasing his rage!

Suddenly, the Autobots begin to sink into the goo. Rodimus thinks they are on thin goo, but Magnus says it's evaporating from under them. The reason for this is because Wreck-Gar and the Junkions have arrived, and are firing a beam from their ship which causes the goo to evaporate. The Autobots, Spike, Deliberata and the garbage get sucked into the Junkion ship.

Deliberata manages to somehow get himself flung back out of the Junkion ship, and gets smacked out of the way by Galvatron. With the rescue operation complete, Wreck-Gar switches his ship's beam off.

The goo reforms just before Galvatron can get through it, and he can't believe he was thwarted by junk. He transforms and starts firing at Goo itself, which results in its destruction.

Galvatron says that the Junkions shall share the Autobot's fate, and then returns to the Quintesson ship. He says he hates Autobots, but he hates disloyalty more. But the thing he despises even more is failure, and he blames the Quintessons for this failure. One tells him that if he destroys them, he will never have the Decepticon Matrix. One of them gives a 77.9% probability that Galvatron doubts the existence of the Matrix. Galvatron says that's right, but another Quintesson says he can't doubt they would be powerful allies.

Galvatron smacks them out of the way and asks why they haven't destroyed the Autobots themselves. One explains that the Autobot's association with the humans has changed them, and they find the Earth creatures highly unpredictable and troublesome. Galvatron laughs at this, do they fear the humans? They are weaklings!

But he says very well -with their intellect and the strength of his Decepticons, they'll blast the Autobots and the humans off the map of the galaxy! As the Decepticons shout hail Galvatron, the Quintessons do the same thing.

On Junkion, Wreck-Gar says they'll have Springer back faster than snap, crackle, pop. New and improved, or for a limited time your money back! He hits a button on the garbage ship, and a fully repaired Springer gets shot out.

Arcee is happy that Springer is back, but he wonders what he's done to deserve all this. Kup thanks Wreck-Gar for helping them out. Arcee takes Springer to Rodimus, but he doesn't welcome him back with much enthusiasm.

Rodimus says he's been thinking about the Quintessons, such as who they are and why they treat them as enemies. He thinks the answer may be in the Matrix, in the memories of the ancient Autobot leaders. Springer tells him to just get blasted again and almost die. Then he can enter the Matrix and find out for sure. Arcee tells him to tell Rodimus he's joking, but in reality it has given the Autobot leader an idea. As Springer and Arcee leave Rodimus to his thoughts...

...Rodimus sneaks off and opens up a panel on his chest, revealing the Matrix. He presses a button and pulls out a wire, deactivating himself.

The next thing Rodimus knows is that he is flying, but he doesn't know where. He wonders if this is the Matrix, but then the spirit of an ancient Autobot leader appears and tells him he is embarking on a journey into Cybertron's distance past. Be must prepare to look into the face of his creator.

That face is that of a Quintesson. The spirit explains that eons a go, Cybertron was a factory, built by the Quintessons to manufacture robots. There were two product lines: military hardware and consumer goods. These two product lines were the lineal ancestors of the Decepticons and the Autobots. In time, the Quintessons endowed their products with a simulated intelligence.

Now the machines could manufacture themselves, but before long, they grew too lazy and greedy to bother even with that. There were simpler ways to wring performance out of their slaves. Rodimus watches as a Quintesson hits a robot, causing him to fall. The robot's body is picked up and dropped into a smelting pool.

The robot re-emerges from the pool completely changed. The next Autobot leader spirit explains that the Quintessons would recycle things on the spot, and started using the robots to entertain themselves. Machine was pitted against machine in gladiatorial combat. But some of the robots found this pointless combat repellent, and sought to put a stop to it. One robot os shown trying to fight the Quintessons...

...but gets blasted down. The spirit explains they failed, but the next spirit says the seeds of revolt had been planted.

One days it would yield a terrible harvest. What the Quintessons had failed to grasp was that their robots had developed emotions. They knew and felt the difference between freedom and slavery, and that oversight sealed their fate. The robots are shown overthrowing the Quintessons, destroying their buildings and ships.

The Quintessons had to flee Cybertron, leaving the robots to live in harmony. But this didn't last, as whilst the former consumer goods, who now called themselves Autobots, sought a peaceful existence, the military hardware wanted conquest.

The latter got their way. A dying Autobot leader is shown passing the Matrix of Leadership to another, as the next spirit explains that the military hardware tyrannized the Autobots.

The next spirit tells Rodimus that, knowing they could never defeat the Decepticons with firepower, they turned to stealth, inventing the art of transforming. One Autobot demonstrates this by transforming into a vehicle and driving straight into a Decepticon, causing him to fall. The spirit says the Autobots ruled for many centuries, but then the Decepticons also learned how to transform.

Then, one fateful night, far below the city... Megatron was born. Megatron is shown killing another Autobot leader.

The next spirit, Optimus Prime, explains that the dying leader passed the Matrix on to Alpha Trion. He kept it hidden for many years, until the next Autobot leader appeared: a gentle robot known as Orion Pax, who was fated to become Optimus Prime. And so began the third Cybertronian war, which rages to this day. Rodimus says the Quintessons are their creators, as Optimus says through all these centuries, they have waited for the proper moment to strike.

They want to reclaim the planet the Transformers took from them. Rodimus says they are now going for the gusto, as Prime tells him not to forget what he's learned of their past, as from its lessons, the future is forged. Rodimus sees a bright flash of light, and the next thing he knows he back on Junkion, with Springer yelling at him for short-circuiting himself. Rodimus explains it was the only way into the Matrix, but then says Cybertron is in deadly danger, and they are going back there now.

On a small asteroid near Cybertron, the Decepticons and Quintessons have set up a small base. The Quintessons explains to Galvatron that they'll attack on two fronts: on Cybertron and Earth. On Earth, the Constructicons are busy working on a new project, which is almost completed.

Mixmaster reports to Megatron that Trypticon is ready, so Galvatron says to transform him. Mixmaster activates the colossal Trypticon, who has been built of an entire city. As the population flees, various buildings transform and eventually Trypticon is formed.

Trypticon fires some lasers from his mouth, which blow apart an entire mountain like it was nothing. The Constructicons celebrate and Mixmaster reports that Trypticon lives, as Galvatron says it means Autobot City dies.

Meanwhile, a ship heads to Cybertron, sending out a mayday. The pilot requests landing clearance, as their engines have just gone critical. Perceptor says they must deny the request, but Kup says he can't do that. Perceptor tells him Cybertron's safety might depend on it, but Kup says he can't let a shuttle full of innocent humans die, and gives them permission to land.

Cosmos gives them coordinates to land at, and at first the ship seems to be coming down ok. But then suddenly the shuttle changes course and heads straight towards Cybertron's central power facility. The Aerialbots move in to shoot it down, but are too late, they arrive just in time to see the shuttle crash straight into the facility, destroying it. The whole thing was part of the Quintesson's plan, as they send their ships in toward Cybertron.

The Decepticons pour out and start firing onto the planet's surface. At the asteroid, some Quintessons have remained behind, and one states that the Decepticons will destroy the Autobots, but then they will crush the Decepticons. Very soon now, Cybertron will be theirs!


-Eric Idle voiced Wreck-Gar in the Transformers movie, but for his appearances in the third season, he's voiced by Tony Pope.

-The lightpoles aren't named in the episode itself, but are in the script. They seem to have changed a bit since they were last seen at the end of the previous part, as there they were more like giant monsters, whilst here they are smaller, bat-like creatures.

-The Constructicons are shown creating Megatron, which doesn't really work given that Megatron stated they built the Constructicons on Earth in season one, which was later retconned to say Megatron turned the Constructicons to evil in season two. There are also eight Constructicons present rather than the usual six, which hints their appearance might have been an error.

-Speaking of errors, you might have noticed in the above images that Shockwave makes another appearance where the Decepticons are hailing Galvatron. There are two of him, with both of them colored like Constructicons. There is also a Decepticon who looks like Starscream standing next to them, but is colored like Onslaught.

-The Japanese dub of the episode changed some of the dialogue for Trypticon's creation, as in the Japanese continuity, Trypticon had already been built. Instead, the Constructicons are reactivating Trypticon, rather than constructing him.

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