On Junkion, Octane is having his ship filled up with junk, but he asks for the load not to be made too heavy -he nearly didn't make it back to Cybertron last time. On Chaar, Galvatron tells a Skuxxoid that he wants him to seek the traitor Octane, and destroy him. He hates liars and double dealers, so his brutal end will serve as an example to all Decepticons of what will happen if they cross him.

The Skuxxoid arrives on Junkion and sees Octane standing next to a conveyer belt. He sneaks up and places a timed explosive onto the belt, which is carried off and dropped into Octane's ship.

Octane tells the Junkion assisting him that he's got enough. He boards his ship and takes off, heading to Cybertron. To pass the time, he starts using his ship's computer...

"No, that's not it... a little more here... yeah, that's better."

However his ship starts to shake, then explodes as the explosive goes off. He's sent hurtling through space and screams Galvatron's name, but thankfully for him help is at hand. Another ship arrives and drops down a cable.

Octane grabs it and is pulled onboard the ship, which has a few friendly aliens inside it. They offer him some of their food, but he politely declines and asks to be taken to Autobot City, where he'll be safe.

He arrives at the city, where he meets up with Sandstorm. He's convinced the Decepticons are after him, and says he needs protection. He then hears a noise and thinks they're being watched, but Sandstorm thinks he's hearing things. In fact he thinks he should head back for some extensive repairs, as he is an older model, so he should start taking it a little easier. Octane says he'll show him who's older, and transforms to his jet mode before taking off.

Sandstorm transforms to his helicopter mode and goes after him. The two were being watched by the Combaticons, and as Blast Off says they should go after the traitor, Onslaught tells him not to expose himself -there will be other opportunities. Meanwhile Sandstorm admits Octane's not bad when it comes to flying, and lands on a cliff.

He transformers to his vehicle mode and tells him to eat his dust. Octane lands and transforms to his tanker mode, as the two race back to Autobot City. Octane wins, but as soon as they get back, the Combaticons start firing at them. They take cover behind a wall.

However Sandstorm realizes he wasn't being shot at, and Octane says they're only after him. Sandstorm decides to test his theory and leaves the cover of the wall, but isn't shot at. Only when Octane does the same do the Combaticons start firing.

Sandstorm transforms, and Octane boards him. They take off from behind the wall and head up, as the Combaticons start firing again.

Sandstorm creates an actual sandstorm, using it to cover up the Combaticons. Octane tells them to eat his dust, but Sandstorm reminds him it's his dust. The Combaticons lose sight of the pair.

Sandstorm and Octane take a shuttle and head to Cybertron, but have to make a stop at a space station to get refueled. As this is going to take a while, they head into the station's diner, where the Skuxxoid tells them they may as well grab some grub. They head in and check out the menu, but Sandstorm says the slop here is high in static -it gives him surges.

They head in and find that the place is full of various people and aliens, some of whom are quick to get into fights. They sit at a table and are brought some energon snacks by a waitress.

As they eat, Octane admits that sooner or later, the Decepticons are going to get him -Galvatron can't afford to let him live. Octane says he's going to make sure he keeps him around. As they talk, the Skuxxoid moves into position, and gets ready to shoot Octane in the back. But just as he's about to fire, an alien gets up and bumps into him, causing his shot to hit the floor...

...the bounce off it and hit the kitchen, sending aliens and objects everywhere. Things hit the patrons, and one alien gets sent flying straight into the Skuxxoid, causing him to drop his gun.

Before the Skuxxoid can retrieve his gun, the alien eats it and says it was a little heavy on the photons. The Skuxxoid screams in rage, then runs off to come up with a new plan. Meanwhile Octane explains that he interfered with Galvatron's orders, swiped Trypticon and tried to become powerful enough to be the new leader of the Decepticons.

The Skuxxoid returns with his new plan: a grenade. As Octane tells Sandstorm that Galvatron told him he's never be welcome back in the ranks of the Decepticons again, the Skuxxoid pulls the pin on the grenade. He's about to throw it, but then some other guys get up and head back, as they've just been told their ship has been refueled. The Skuxxoid ends up tossing the grenade outside, where it explodes without killing anyone.

The Skuxxoid comes up with another new plan: attack! He just starts to punch Octane repeatedly as he complains he didn't want this job, he had to take it -he has a wife and kids! He has to make a living, doesn't he understand?! Octane grabs him and says he only wants to hear one word from him: the name of the guy who hired him. The Skuxxoid says Galvatron.

Sandstorm says it looks like Galvatron is getting a little hard up from troops. The two head to Cybertron, but a little later, some Decepticons arrive. They see a ship blowing smoke out of its engines, and Scourge says it's their ticket past Autobot security. Cyclonus says he longs for the day when they'll be able to attack honorably.

Octane is walking around Cybertron, and notices the ship coming in. But he then notices that Cyclonus, Scourge and the Sweeps burst out of the smoke, and start to attack him! He transforms to his jet mode and takes off.

He transforms back to robot mode and lands in a corridor. Cyclonus says to trap him there, but Scourge asks him to lead the assault. Cyclonus hits him and tells the coward that he will lead the attack. Octane runs down the corridor, but finds he's at a dead end.

He's found by the Decepticons, who blow apart the gate behind Octane, who falls through it. Octane drops down into the Decepticon crypt.

As he takes a look around he decides to hide behind one of the markers. At first he heads towards Thundercracker's, but then apologizes to him and decides to hide behind someone else's. He tells the guys that he's got a problem.

He then comes across Starscream's marker, but then hears a noise behind him. He tells the Sweep to come out... at least, he hopes it's a Sweep. As he gets scared, he starts to mis-transform, but then someone taps him on the shoulder and tells him it's his old buddy...

...Starscream! Starscream says he's just a shadow of his former self, doesn't he think? Octane shouts Starscream's name, and Starscream says he's touched he remembers him.

Up above, Cyclonus says Octane must be hiding in the crypt, which Scourge is glad about -that way they won't have to take him anywhere once they're done. Back in the crypt, Starscream tells Octane not to fear him, as they have more in common they he thinks. He wants Octane to help him get revenge against Galvatron, who was the one who put him in this somewhat insubstantial condition. If he does, he'll help him get out of his mess.

Back at the entrance, Scourge tries but fails to get any of the Sweeps to go down the shaft. The Sweeps all decline, so Cyclonus steps in and says the last one to go in there will face him. The Sweeps all head down the shaft.

Cyclonus tells Scourge he has much to learn, which Scourge says is true. The two then dive down through the shaft, and they all arrive in the crypt. There's no sign of Octane, so Cyclonus orders everyone to fan out and search.

Cyclonus finds Octane hiding behind a marker. He tells him to come out and die like a warrior, and thinks his cowardly actions are worse than the Sweeps. Octane eventually comes out, but Cyclonus asks what he is gaping at.

Starscream appears behind Cyclonus, and is able to possess his body. Starscream says it's nice to have a body again, and laughs. He tells Octane to make this look good, as he calls out using Cyclonus' voice to Scourge and the Sweeps. He tells them he's captured the traitor, and they'll take him back to Chaar, as a trophy for Galvatron.

As the Decepticons leave, they get picked up on radar by the Autobots. As the Decepticons try to leave the planet, they are attacked by Sandstorm and the Aerialbots.

Cyclonus shoots at Sandstorm, hitting his rear propeller and forcing him to turn back and land. But the Aerialbots remain in pursuit, so the Decepticons land and make a place to fight.

The Aerialbots land and a few more Autobots show up, as Rodimus Prime tells everyone to circle the Decepticons and not let them out. As the Autobots move in, Starscream blames Octane for the situation they're now in, but Octane tells him it was his bright idea to take this route! Starscream says he doesn't recall Octane having any ideas at all -bright or otherwise! As they bicker, Rodimus is able to walk up to them and asks Cyclonus to let Octane go. He's surprised when he hears Starscream's voice talk back to him, and Starscream says if he wants a bonus beyond his wildest dreams, he'll release them now.

Rodimus lets them go, and tells the Autobots to hold their fire. The Decepticons are able to leave Cybertron, and return to Chaar. Galvatron isn't happy Octane is back, as he ordered the traitor to be destroyed. Starscream says he thought Galvatron might want to deactivate the traitor himself, but then says Octane may have some information about the Autobots. Starscream "interrogates" Octane, but it's all an act between the two. Octane says he'll talk.

The information Octane reveals is that Rodimus is by himself on some planet. Galvatron, Cyclonus and Octane arrive, and Galvatron says he has waited long for this day. Galvatron says they must fight honorably, hand unit to hand unit, and the two begin fighting.

Galvatron kicks Rodimus back and transforms to his cannon mode, asking Prime if he should end it quickly. Rodimus gets up and kicks him back, but he says he's down but not out. However, as he gets back up, he sees...

...that Rodimus wasn't alone after all, as many other Autobots have their guns pointed at him. Rodimus waves goodbye to Starscream and Octane, who head back to Chaar. Starscream sits on Galvatron's throne, and asks Octane if he thinks they've seen the last of Galvatron now. Octane thinks they've seen the last of that sucker.

But a battered Galvatron has survived, and has made his way back to Chaar. He asks Cyclonus who does he think he's seen the last of?

Starscream answers -who does he think he means? Galvatron realizes Starscream is somehow back, and as Octane walks off, he tells Starscream that he'll enjoy destroying him even more this time than the last. Starscream thinks destroying him was a great disservice to all Decepticons. Galvatron transforms...

...and fires, but not before Starscream leaves Cyclonus' body. Cyclonus wonders what happened to him, as the last thing he remembers is being in the Decepticon crypt. Galvatron says he hopes he's seen the last of that miserable usurper, and tells Scourge and the Sweeps to see that Cyclonus is properly repaired.

"Of course, Galvatron..."



-The Secret Files segment for this episode is about the Autobots.

-This episode was animated by an unknown studio. It looks better than an AKOM episode, but has a few pretty big mistakes in it -for example, in the second image at the top, Galvatron is missing, so the Skuxxoid is just looking at an empty throne.

-Starscream's crypt marker appears to just be the lower parts of his legs, which was all that was left of him once he'd been shot by Galvatron in the movie.

-This episode was broadcast before Fight or Flee (which explains Sandstorm's origins) and Thief in the Night (which has Octane take Trypticon). Some DVD sets actually have the episodes sorted in chronological order to get around this.

-Originally, it's believed that this episode was to feature Blitzwing instead of Octane, as Blitzwing was banished from the Decepticons in this episode. But as Octane had a newer toy, he was used instead.

-As silly as the idea of robot ghosts may sound, the real reason for Starscream's inclusion in this episode is much more corporate: despite being killed off in the movie, Starscream's toy was still available in the 1986 lineup, so it was justified to have him appear in season three occasionally.

-This episode's story is followed up in Ghost in the Machine.

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