The Decepticons begin their attack on Cybertron. On Earth, a group of Autobots desperately try to stop Trypticon, but he easily swats them aside and then destroys the Autobot's old HQ. As Trypticon stomps towards Autobot City, Blitzwing is sent to give the Quintessons an update. But he overhears them saying that the Decepticon Matrix of Leadership doesn't exist, and then instructing a team of Sharkticons to enter Cybertron and push down a certain switch. When they do this, all Transformers will be rendered inert! Blitzwing flies back to Cybertron to inform Galvatron.

Sky Lynx is sent to Io to rescue Blurr and the others. He destroys most of the lightpoles, but then a new group appears: the Predacons. The Autobots fight them and keep them at bay, but then they unite and transform into a giant robot: Predaking. Sky Lynx is able to defeat Predaking, and then the Autobots race back to Earth. Sky Lynx gets shot down by Trypticon, but the Autobots manage evade the Decepticons and get the transformation cog to Pipes, who installs it into Metroplex.

Blitzwing tries to explain the situation to Galvatron, but he refuses to listen and punches him down. Blitzwing instead tells Rodimus Prime, so they and Spike head after the Sharkticons. On Earth, Metroplex is now able to transform to robot mode, which he does and starts fighting Trypticon. Trypticon is defeated and thrown into the ocean, where he short circuits and sinks. Back on Cybertron, the Sharkticons are about to push down the switch, but get stopped by Rodimus and Blitzwing.

However Galvatron then appears, and he believes Blitzwing is searching for the Decepticon Matrix. He pushes down the switch himself, causing all Transformers, regardless if they're on Cybertron or not, to freeze. The Quintessons then arrive on the planet and say that the Transformer war is now over. But they don't see Spike, who takes Rodimus' gun and uses it to destroy the switch. All of the Transformers return to normal.

The Quintessons quickly get to an escape pod and leave the planet. Galvatron intends to keep fighting the Autobots, but Blitzwing threatens to shoot him and says the battle ends now. Galvatron tells Blitzwing he'll never be welcomed in the ranks of the Decepticons again, and will suffer unimaginably. He and the rest of the Decepticons then 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. They've looked into the face of their 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.

-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 Tailgate appears! 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.

Errors

-Throughout the episode, multiple Cyclonuses can be seen. This is perhaps a leftover from an earlier version of the Transformers movie, where Cyclonus was meant to have an armada of clones, like Scourge has with the Sweeps.
-During this shot, a Cyclonus is colored like Dirge.
-The Autobots are firing pink lasers during this shot.
-A space background is used for this shot, but it should have been an Earth one.
-The wrong background is then used during this shot -Marissa is meant to be on Io, but the background makes it look like she's on Earth.
-Another wrong background is used when Wheelie loses the transforming cog. Two more Earth backgrounds are then used in error, one when the cog is shown flying through the air and another when Marissa says her line about cog heaven.
-Beachcomber is colored like Wildrider during this shot.
-When Ramjet hits the wall and explodes, Dirge is used.
-Bumblebee and Swerve are seen fighting on Cybertron, but they're meant to be on Earth.
-Sky Lynx's lynx unit is seen transforming, but it's back to being untransformed when Marissa and the Autobots run away from it.
-When Metroplex transforms to battle station mode, a couple of Aerialbots can be seen running around, but they're meant to be on Cybertron.
-Scrapper's mouthplate is moving when Mixmaster tells the Constructicons to fire.
-The transformation cog looks completely different during these three shots -it looks like a regular cog.
-Some Insecticons are seen cutting off Wheelie, these characters aren't meant to be around any more.
-The Stunticons and Combaticons are seen on Earth, but they're also seen during the Cybertron battle scenes.
-When Wheelie tosses the cog to Sky Lynx, a space background is used when the cog is shown flying through the air.
-Another space background gets used when Sky Lynx tosses the cog to Pipes.
-When Pipes gets the cog, some Autobots are seen celebrating. Beachcomber is colored like Long Haul, Eject is colored like Frenzy, Groove is colored like Scrapper and Streetwise is colored like Dead End. Slingshot is also seen, but he's meant to be on Cybertron.
-When Blaster says Metroplex is his kind of town, Ratchet, who's supposed to be dead, is behind him, colored like Blaster. Behind Ratchet is Cliffjumper, colored like Jazz. An all white version of Ironhide appears to be present as well. Behind Bumblebee is someone colored like Blast Off.
-Blitzwing's lasers are colored yellow instead of pink when he fires at the Sharkticons.
-When the Transformers get frozen, Springer and Arcee are shown on Earth, but they're supposed to be on Cybertron.
-There's a Sweep with red wings during this shot.