As the Decepticons descend onto Cybertron, Galvatron tells the Autobots to prepare to die in darkness. As Kup explains that the blast took out the whole defense system, Ultra Magnus says to order all troops to the interior, whilst he stays here to buy them some time. But before anything can happen, the room they are in gets blasted. Magnus tells Rodimus to get moving, as he'll see him later.

As the Decepticons continue their attack, the Quintessons observe from one of their ships. One projects that 84.77% probability that defeating the Autobots will require less than 20 hours. They then check in to see how things are going on Earth.

Trypticon is heading towards the Autobot's old volcano base, as Powerglide sees it and reports it to the intercept squad. As he transmits its coordinates, the intercept team -Warpath, Pipes, Swerve, Bumblebee, Outback, Beachcomber and Tailgate -heads out. Pipes leads the squad to a crevice, where Warpath says they'll set up an ambush.

They wait and as Trypticon rolls over them, they open fire and hit him from underneath. As he continues, Warpath leads everyone out, so they can finish him off.

But Powerglide reports that Trypticon has another transformation, as he transforms to his dinosaur mode. At Autobot City, Blaster tries to contact Cybertron, as Trypticon is heading their way and Metroplex still can't transform. Someone responds asking where the transforming cog is now, so Blaster says it's still on Io, and he's hoping Sky Lynx will get there soon.

Blaster realizes he's on the wrong channel when a couple of Quintessons appear on the screen, and thank him for the update. They tell him they'll see how Sky Lynx fares against the Predacons, then cut the call. Blaster contacts Sky Lynx and warns him that something called the Predacons are coming at him. Sky Lynx says he understands, and heads to Io.

On Io, Marisa, Blurr and Wheelie are still fighting the lightpoles, but Marissa contacts Blaster and says they're close to the end. Blaster tells her to hold on, as Sky Lynx is on the way. Just then one of the lightpoles crashes into Wheelie's hand, causing him to drop the transforming cog and lose it.

Back on Earth, Warpath says they have no choice but to make their stand here. Pipes says they must hold Trypticon off until the cargo arrives, so as Optimus Prime used to say: transform and roll out! As the Autobots head out, Trypticon continues to charge. The Constructicons are watching and Mixmaster tells the team that they should join the battle, but Scrapper tells him what's the point -they're superfluous. Bonecrusher agrees, saying that Trypticon is just going to give them the big stomp.

The Autobots start firing , as Powerglide fires a couple of missiles from above. But Trypticon simply smacks the missiles out of the way...

...then does the same thing to Powerglide. The efforts the other Autobots make are just as useless, as Trypticon kicks them out of the way. He then stomps over the the Autobot's volcano HQ.

Warpath contacts Teletraan I, and tells it to activate the defenses. The defenses are several cannons which were hidden in the volcano, which open fire on Trypticon. But he heads over and destroys the mountain, taking all the cannons out along with it.

Trypticon then uses lasers to reduce everything to rubble. He then declares that the volcano has been smashed, and now he'll do the same thing to Autobot City. As the Autobots watch, Warpath says their old HQ never stood a chance, but Pipes says that without the transforming cog, neither does Metroplex.

On Cybertron, the Autobots and Decepticons are in a gigantic battle. Ultra Magnus is in the thick of it, as Ramjet says he is in his and Dirge's way. Dirge says death will be the reward for his heroism. Ramjet dives down to attack first...

...but gets hit by Magnus, and is sent flying out of control, where he collides with a wall and explodes. Dirge fires some missiles but Magnus avoids them, and as Dirge dives, Magnus hits him...

...as he meets the same fate as Ramjet. Galvatron then appears, and taunts Magnus by asking him why he doesn't flee -did their last encounter teach him nothing? Magnus tells him it didn't teach him cowardice, as he and Galvatron engage in a brief fire fight.

Galvatron then leaves, telling him this can continue another time, as their are worlds to conquer today. As the fighting continues, Perceptor tells everyone to meet their fate valiantly.

Galvatron finds Blitzwing and says their allies request a status report, and tells him to return to the ship and make them happy. Blitzwing returns to one of the ships, but before he goes in, he hears the Quintessons telling a bunch of Sharkticons about a mission. The Sharkticons are to head deep into Cybertron, where they can expect resistance from the Autobots, however the Decepticons will make no attempt to stop them. Galvatron will believe that they are helping him locate the Decepticon Matrix, but such a thing doesn't exist!

The Quintessons explain the coordinates the Sharkticons must get to, where they will find a large switch. They must push the switch to the "down" position. The dopey Sharkticons understand what they must do, as the Quintessons say that by doing this, it will render all of the Transformers inert. And that will make Cybertron theirs again! Having heard everything, Blitzwing rushes off back to Cybertron.

Sky Lynx arrives on Io and blasts away the remaining lightpoles. He drops off his lynx unit, and tells Marissa and the Autobots to board it quickly.

But before they can do that, five flaming meteorites hit Io and surround them. It turns out they aren't meteorites, but the Predacons -Razorclaw, Headstrong, Divebomb, Tantrum and Rampage. Sky Lynx's lynx unit transforms.

Razorclaw orders the Predacons to attack. Divebomb transforms and starts fighting Sky Lynx, but gets swatted out of the way. Marissa, Blurr and Wheelie do their best to avoid the other Predacons, who transform to their animal modes.

As Tantrum gets bashed out of the way, Sky Lynx combines back together and says if that was the worst the Predacons can do, they have little to fear. But the Predacons reveal they have got a surprise, as they transform and unite into...

...Predaking! Predaking blasts Sky Lynx, causing him to separate. The lynx moves in and pounces, only to get kicked back.

Sky Lynx recombines and flies straight towards Predaking. Predaking pulls out a sword and slashes at him with it, but he pulls up at the last moment and wraps his tail around Predaking's head. This causes him to fall over backwards...

...and fall apart. Sky Lynx then shoots at the Predacons, who back away. As Marissa and the Autobots run towards Sky Lynx, Wheelie trips over something and is pleased to see what it is: the transforming cog!

On Earth, Blaster tells the Autobots to report to their stations on the double, as Trypticon looms over Autobot City. Cogless or not, they are going to fight, as Metroplex transforms to his battle station mode. As he opens fire, Trypticon keeps moving forward.

Sky Lynx appears above Earth and contacts Blaster, and says he's beginning his approach to Metroplex, and they have the transformation cog. As they approach, the Constructicons see Sky Lynx and start firing, as does Trypticon. Sky Lynx gets hit and crashes.

Mixmaster says they must inspect the wreckage, so Trypticon sends out Thrust and Laserbeak. Mixmaster tells them to find the transformation cog, and destroy it. Sky Lynx says he can't fly, so they've got to get the Metroplex on foot. Blurr and Wheelie head towards Autobot City, as Thrust dives down, only to be hit by Sky Lynx.

Laserbeak heads towards Blurr, but he tosses the cog to Wheelie, who catches it and runs. The Constructicons try to tackle him, but he manages to avoid them all.

Wheelie then tosses it back to Sky Lynx, who throws it over to Pipes. Pipes rushes off to Metroplex to get the cog installed.

On Cybertron, the fighting continues as Blitzwing reports back to Galvatron. Galvatron is furious when he finds out Blitzwing hasn't reported to the Quintessons. Blitzwing tries to explain that there is no Decepticon Matrix, but Galvatron punches him off the ledge and tells him to tell it to the Autobots.

Blitzwing lands in front Rodimus, Kup and Spike and begs them not to shoot. He says that they are all in grave peril, as somewhere in the depths of Cybertron, a commando team of Sharkticons is about to unleash a force that will destroy them all! The Sharkticons are already on Cybertron, and are making their way towards the switch.

Back on Earth, Pipes finishes installing the cog, just as Trypticon is about to stomp Metroplex .Metroplex catches his foot and trips him up, as he transforms to his robot mode. Metroplex says this planet isn't big enough for them both of them.

Trypticon just wants to crush him, as the two fight it out. After hitting each other with lasers for a few seconds, Trypticon hits Metroplex with his tail. Metroplex breaks a mountain and throws it at Trypticon, but as he leaps towards him, he gets sent flying across towards a city when Trypticon kicks him.

Unsurprisingly the humans in the city immediately flee from it, as Trypticon stomps through. He and Metroplex continue to battle...

...until Metroplex gets the upper hand by picking him up and throwing him with such force that he gets sent flying into the ocean.

Trypticon short-circuits and sinks into the water. As Metroplex stands triumphant, Blaster says he is his kind of town!

Back on Cybertron, the Sharkticons arrive at the switch, but before they can push it down, they get blasted at by Spike, Rodimus and Blitzwing.

The Sharkticons get blasted out of the way, as Rodimus asks Blitzwing if he's interested in changing sides. Blitzwing says he has his respect, but he could never... before he can finish that sentence, they get blasted from behind.

Galvatron walks in and asks Blitzwing what he's doing here -surely he isn't searching for something that doesn't exist? He wonders if he is attempting to find the Matrix for himself, and walks over to the switch. Blitzwing warns him not to, but Galvatron won't listen to a traitor, and pushes the switch down. All of the Transformers, on Cybertron and Earth, are frozen.

The Quintessons move in and one says that after all these many centuries, Cybertron is theirs once more. Another tells the Transformers that their war is over, as another says that for on this day, their empire is reborn to victory! But Spike tells them they've blown it, as he takes Rodimus' gun, points it at the switch...

...and blows it up. The Transformers return to normal, as Galvatron angrily asks where the Quintessons are. They are already retreating, and head towards an escape pod. As Galvatron screams at the betrayers, they pile into the pod...

...which blasts off and returns to one of the ships. Galvatron and Rodimus are about to resume hostilities when Blitzwing stops them, saying that this battle ends now, or he'll write its conclusion. Galvatron warns him that he will never be welcomed in the ranks of the Decepticons again.

Blitzwing tells him sometimes it's better to be known for one's enemies. Galvatron tells him that he will suffer for this unimaginably, but he and the other Decepticons then retreat and leave Cybertron.

Rodimus tells the Autobots that this is an uneasy victory they've won. They now know that the Decepticons are not their only foes, and that a more dangerous race of beings also plots their destruction.

"Our universe will never be the same again. We Transformers have looked into the face of our creators... and seen... the face of an enemy."

NOTES

-Ultra Magnus flat out kills Ramjet and Dirge in this episode! Their explosive deaths appear to be animation errors, as both characters will appear alive and well in later episodes.

-Thrust also makes a surprising appearance, as he was killed by Unicron in the movie. But if Ramjet and Dirge could come back, then so can he.

-This episode also has a very rare appearance of Metroplex's battle station mode, which is something the toy featured. Usually Metroplex is only ever seen in his city and robot modes. You can't fully see his battle station mode in this episode, and how he was able to transform to it is a mystery as he still didn't have the cog installed.

-This episode also shoves in several new characters. The main ones are the Predacons, who would go on to be popular characters who make several appearances in later episodes. Sky Lynx also makes his debut here as well, and will be making a lot more appearances throughout the rest of the season. Two other Autobots -Swerve and Tailgate -are also introduced in this episode, but this is the only time they appear! They don't get to show off much either, as Swerve's only accomplishment is to get stomped on by Trypticon, whilst Tailgate just gets swatted out of the way by him.

-As usual this episode is full of animation errors, with AKOM's "using animation models where they're not supposed to" policy causing a ton of problems:

Some examples above include Frenzy and a couple of Constructicons happily celebrating alongside the Autobots as Pipes takes the cog back to Metroplex -believe it or not, this is Frenzy's only appearance in the third season. When the Autobots cheer for Metroplex, Ratchet can be seen, only he's colored like Blaster. Throughout the episode, several Cyclonuses can be seem, which seems to be referencing a concept cut from the movie where Cyclonus was supposed to have his own armada, much like how Scourge has the Sweeps. This kind of things will happen a few more times throughout season three, but towards the end of it there is consistently only ever one Cyclonus.