Out in space, a Skuxxoid is having some fun by using a bazooka. It fires green crystal shards, which shred through the pieces of junk they hit. Blast Off approaches and tells him to scam, as this place is Decepticon territory.

He chases after the Skuxxoid, who lands on Goo #8739. Blast Off transforms and lands, and asks the Skuxxoid where he got the weapon from. As he takes it, the Skuxxoid says it was a birthday present from his uncle, but he asks if he wants to make a deal -he'll sell it to him at a discount. Blast Off laughs and picks him up.

He tests it out and shreds a shuttle, which crashes onto Goo. Blast Off wants to know what kind of ammo it uses, and the Skuxxoid explains it's these green crystals, which are real hard to get. They sell at a premium, but he's willing to be his supplier. Blast Off says he'll be his own supplier, and asks where the crystals come from. The Skuxxoid presents him with a map, which is one of the places where the crystals come from.

On Cybertron, Kup is telling Wheelie, Blurr and Grimlock a story. He'd crash-landed on the planet Dread, and was fighting against an Ick-Yak. Whilst he'd hidden behind some trees, the Ick-Yak continued searching for him, as he could smell energon from a mile away. Finally, Kup then called out to the Ick-Yak...

...where he led the creature into some quick mud, causing him to sink. The Ick-Yak thrashed around, but the more he did, the quicker he sank.

But little did Kup suspect that the Orbs were waiting for him, wanting to make him one of their slaves. Back in the present, Grimlock says he heard that a monster known as Chaos lives on planet Dread. He asks Kup if he met up with Chaos.

Kup says he didn't, and says he doesn't know who told him about Chaos, but he should forget he ever heard that name. Grimlock says please, but before Kup can respond, an alarm goes off. The Autobots find out there has been a calamity on Goo #8739, and Wreck-Gar is already there. Kup says someone has busted up an EDC station.

The Autobots board Sky Lynx, who takes off and leaves Cybertron. Grimlock tells Kup he is a good security officer, so he'll find out who did it. Kup says he hopes so, as this could be just the case he's wanted to sink his sensors into. Sky Lynx arrives at Goo, but drops of Blurr first.

Blurr turns off the Goo, allowing the Autobots to land without them getting stuck. Sky Lynx lands and the Autobots depart from him, where they meet up with Wreck-Gar. Wreck-Gar points out the wrecked shuttle, and says a lot of busted up stuff has been landing on Goo.

Kup says that first there was this shuttle, then an EDC station. But they don't know what tore the holes through them. Kup uses a device to try and figure out what happened, and says that it was something powerful that did this.

He says the device's electro-interference magnitude ratio has gone crazy. Grimlock says the station was made out of the strongest metal in the galaxy, so what could tear it up? Ku says it was death crystals, and he doesn't like the look of this at all. Grimlock wants to know what he found out, but Kup doesn't want to say any more. Wheelie says he should tell a friend, or heads will bend. Kup says he'd hoped he'd never be alive to see this day.

But before he can do on, the Autobots are attacked by Blastoff and Runamuck. Runamuck tells Blast Off to dive lower, as the Autobots are trying to find out about their new weapon. He uses the cannon to attack the Autobots, slicing up some of the things they use as cover.

The Autobots get back onboard Sky Lynx, who takes off and leaves. Blast Off and Runamuck follow him, and Runamuck keeps firing the cannon. They head towards Saturn, and fly through its rings. Sky Lynx takes a hit, but keeps going.

Runamuck tells the Autobots to say their prayers, and shoots at a comet. The comet explodes, but Sky Lynx survives and is able to get away. Grimlock wonders how they Decepticons were able to blow up a comet.

Kup finds one of the crystals had passed through into Sky Lynx's interior. He says the death crystal pack a comet-busting wallop, and he hasn't seen any of them for 100,000 years. As he passes it to Grimlock, Grimlock asks what the crystal is, and where it came from. Kup is silent about it, but after Blurr says that Autobots have to stick together, he decides to tell them.

He tells them that death crystals are the hardest, most destructive things in the universe, and grow on a horrible monster called Chaos. Chaos lives on Queeg Mountain, on planet Dread, deep in the caves. No robot has ever seen him... and survived. Kup resumes his story, and says when the Orbs captured him...

...they took him to the caves. There were hundreds of robot slaves on the planet, where they mined for death crystals near Chaos' cavern. Kup was also forced to mine for crystals, but one day, the slaves were attacked by a bunch of shrikebats. The bats eventually left, but then the cave began to rumble, as Chaos approached.

Chaos' movements caused everything to shake, and Kup was one of the few survivors of his group. He ran off and came across some cells, where the robot slaves inside begged to be freed. Kup was about to unlock the cells, when...

...Chaos appeared. Kup dropped the keys and ran for it, managing to get out of the mine.

Back in the present, Kup says that was the way it happened. He'd left those other robots trapped in the mines, and he was helpless against chaos. Meanwhile, the Decepticons are already on Dread, where some robot slaves are being made to construct a large cannon, and collect ammunition for it.

Astrotrain tells Galvatron that when Cybertron is destroyed by this cannon, he'll be more famous in history than Unicron. Galvatron says he knows, as he takes aim at Cybertron.

Some slaves run out of the cave, as Chaos was heading their way. But Galvatron just sees it as an escape attempt, and tells the Predacons to merge into Predaking. They transform and unite, as Galvatron tells him to go after and capture the runaway slaves.

Predaking is on them immediately, and captures them in no time at all. Later on, Sky Lynx approaches Dread, and lands successfully -but the Predacons see him and move in.

Kup tells Wheelie, Grimlock and Wreck-Gar to hold down the fort here for a while. He and Blurr head out, but he warns Blurr to watch his step, as if he slips in quick mud, it's goodbye Blurr. As they continue on, Divebomb drops a couple of bombs on them from above.

The rest of the Predacons show up, as Razorclaw and Rampage attack Kup. Headstrong and Tantrum charge into Blurr, knocking him into a swamp full of quick mud.

The other Autobots join in the battle, and as Sky Lynx's lynx unit scares off some of the Predacons, his other half rescues Blurr.

Grimlock bites down onto Razorclaw and tosses him aside. As Wheelie and Wreck-Gar fire on the Predacons, they all run away as a group.

Grimlock tells Blurr he's lucky they got tired of waiting, otherwise he'd be nothing but mud pie. But he thinks that now is the time for them to destroy Chaos. Kup isn't so sure, as even when he was a young robot he couldn't destroy Chaos. Grimlock says the Decepticons have the death crystals, so they must destroy Chaos so there will be no more crystals.

Wreck-Gar says that 9 out of 10 Autobots and the surgeon general agree that death crystals can be hazardous to your health. Sky Lynx decides it's time for a little recon mission, and despite Kup's warning that it's too dangerous, he takes off. At the cannon, Astrotrain tells Galvatron that one more car load of death crystals and they'll be ready to turn Cybertron into metallic Swiss cheese!

The Predacons arrive and say that this planet has been contaminated by the Autobots. Before they can say much more, Sky Lynx attacks them, so Galvatron says to commence hunting season.

Galvatron is annoyed -how did the Autobots managed to find them on this planet? The other Autobots then show up and start firing at him and Astrotrain. As they fire back, Sky Lynx goes up against the Predacons, who lands and taunts them -only to be sent flying when they blow up the ground he was on.

The other Autobots get to the front of the cave's entrance, but Kup says he told them they'd regret coming here. Galvatron transforms and fires a powerful blast, which knocks the Autobots back.

He as the Predacons merge into Predaking, who he commands to destroy the invaders. Kup looks into the cave and says this mineshaft should take them to Chaos. Grimlock reminds him about the cannon, as Cybertron is in danger, but Kup says he has a plan. As he moves in, Grimlock tells him to wait for Sky Lynx to come back, as then they can all go together. But Kup says Sky Lynx is too big to fit in here and besides, this is his fight. He wants to face Chaos... alone. Just then, Predaking uses a laser sword to cut a large chunk of rock from above the entrance.

The rock falls, and blocks off the entrance, leaving Kup trapped inside. The rest of the Autobots run, as they try to deal with Predaking, but he just laughs at their attacks.

Inside the mine, Kup is harassed by some shrikebats, but they leave when a green glow appears. Kup shouts out that he knows Chaos is there, and tells him to hear him loud and clear -he's over and out! Chaos then appears before him.

Back outside, the Autobots realize they can't stop Predaking, and retreat. Blurr wonders what they are going to do about Kup, but they then come across Sky Lynx. Sky Lynx says he'll be ok, and just has a few a few superficial scrapes.

As Chaos heads towards Kup, Kup says outside this mountain is a monster greater than him, and he's afraid to face him. He then runs off and heads to the cells, only this time, he frees the slaves. Two of them follow him as he leads them to another exit.

They see the cannon, and jump down. Kup tells them to help him, as they move the cannon and change its target. As they swivel it around, Galvatron and Astrotrain are knocked out of the way.

As the other slaves leave via another exit, Chaos creates a new opening by crashing out the side of the mountain. Predaking attempts to intervene, only for him to get crushed by a falling boulder.

Kup has the cannon aimed at Chaos, and tells the monster he left these laying around, and wants to give them back to him. He fires the cannon, sending all of the crystals right back to Chaos, which explode and destroy him. The explosion damages part of the mountain, sending lava everywhere.

Kup and the two other robots get picked up by Sky Lynx just in time. As Sky Lynx leaves Dread, Grimlock says he was never afraid of Chaos, he'd just been joking. Blurr thinks they should get Sky Lynx patched up right away, but Kup says they will as soon as they get home.

That reminds him -did he ever tell them about he was flying this busted shuttle named Jonagar? As Blurr, Wheelie and Wreck-Gar despair at the idea of another war story, Grimlock tells them to be quiet, as he wants to hear the story. Kup begins to tell the story, where he and Jonagar flew right into the mouth of a giant space whale. For three days and nights they were trapped inside the whale, but he figured out a way to outsmart him. As Kup goes on, Sky Lynx heads back to Cybertron.

NOTES

-Goo #8739B was destroyed by Galvatron in this episode. However, the Goo featured in this episode is labeled as just "Goo #8739", so presumably it's a different Goo.

-The Ick-Yak and shrikebats are both things Kup mentioned in the Transformers movie, but this episode actually shows what they looked like.

-Runamuck makes his first appearance in this episode, but will get a bigger role in Ghost in the Machine.

-Oddly Grimlock doesn't do any fighting when the Autobots reach the cave, and just uselessly stands around in his dinosaur mode for the entire battle.