Daniel is running through a strange city, which is covered with fog. He comes across a giant jack in the box, which he pushes aside. He then comes across a giant witch, who laughs at him. But then Galvatron appears and tells him that his time has come.

He tells him to prepare to meet his maker, and that he can't get away. He laughs and then stomps on Daniel, and as Daniel cries out, he suddenly wakes up. Rodimus Prime is in his room and tells him everything is alright now, it had all been another nightmare. Daniel says it was the same nightmare - a giant Galvatron was chasing him through this awful place. Rodimus tells him the next time he has the nightmare, he should imagine him fighting the giant Galvatron. Daniel says he'll try.

As Spike thanks Rodimus for coming, he says they don't know what to do about the nightmares. He and Carly thought that, as he respects him so much, but Rodimus tells them to forget it. They all have to learn to overcome their fears. As Rodimus leaves, nobody realizes that Daniel is in danger...

Later on, Rodimus, Springer and Ultra Magnus head out. Magnus says that he and Springer picked up an electromagnetic disturbance in these parts. Springer says it's the first time he's seen these parts, although the thick fog doesn't help matters. As they arrive at their destination and transform, they suddenly come under attack from the Predacons.

The Autobots fight the Predacons, as the fog suddenly clears. The Predacons transform and unite into Predaking, but then the Transformers see a new group has arrived: monsters!

Predaking fires at them, but this simply makes them bigger. The Autobots try shooting some of them, but they don't react.

One of the larger monsters kicks Predaking back, causing him to transform back to the Predacons. The Autobots are being backed up towards a pit, but some of the monsters stop and turn around...

...to see a large dragon flying towards them. The dragon grabs Razorclaw and Springer, then flies away. Rodimus asks what's going on around here, just as a giant witch appears behind him.

The witch says she'll cast a spell on all of them, and summons a giant, who says he smells the blood of an English man. He grabs Magnus and Divebomb and says whilst they're not Englishmen, they're just as tasty. Meanwhile, an answer to the madness is finally found: the Quintessons have captured Daniel, and hooked him up to a machine. One of the Quintessons says the Transformers are incapable of resisting the demons created by the young human's dreams. Another Quintessons says it is that very unpredictable nature in the humans which has prevented them from understanding and conquering them. The other Quintesson says it will soon provide the destruction of their robotic allies, and at last the Quintessons will be victorious.

Meanwhile, the dragon takes Springer and Razorclaw to a castle, and puts them in a cell. Springer tells Razorclaw it looks like they're cell-mates, but Razorclaw tells him to keep his distance. They then hear a voice calling out for help, and Springer finds a Princess chained to a pillar.

He frees her, and she says the evil dragon kidnapped her, and has kept her locked up in this dungeon for what seems like an eternity. Springer doesn't understand and asks where they are, but she says it doesn't matter. If they could defeat the dragon, and return her to her home, her father will pay them a large sum of gold. For some reason Razorclaw seems interested now some gold is on offer, but Springer says he'll do it for no reward. Razorclaw tells him to speak for himself. The Princess says there is a magic lance hidden somewhere in the castle, which is the only weapon capable of destroying the dragon. Springer says he'll find it, and if he must, he'll use it.

Back at the battle, the witch tries to use another spell on the Transformers, but ends up hitting the giant instead, turning him into a toad. Rodimus is surprised that whilst they have no effect on the monsters, the monsters can destroy each other. Suddenly, a bucket of water appears out of nowhere.

Rodimus picks it up and throws it at the witch, and as the water hits her, it causes her to melt. Magnus asks Rodimus how he knew that would work, and Rodimus explains that he spent time talking TV with Wreck-Gar. Magnus says whoever's behind this appears to be providing them with weapons, but why?

The Quintessons realize that the human is resisting them. It seems that he cares so much for his Autobot friends, that his subconscious mind is helping them. They decide to increase the machine's power, so they can make the human do what they want. This should lessen the chances of him sending any further assistance to the Autobots. One of them says that when the experiment is completed, they will at long last regain control over Cybertron.

The Transformers are then suddenly attacked by a bunch of massive snakes. As they get grabbed, the snakes suddenly get blown up when a bomb is dropped on them from above. Magnus nearly falls into the pit, but is saved when the plane that dropped the bomb appears, which he grabs onto.

As Magnus is dropped off, Rodimus says that pilot looked almost familiar. But there's no time to worry about that now, as they need to rescue Springer and Razorclaw. Headstrong tells him to worry about the Autobot, whilst they'll find Razorclaw themselves.

The Quintessons realize that Daniel still managed to help the Autobots. One of them decides to up the power on the machine again, but another warns the setting is too high, and may damage the human's brain. But another Quintesson says that as long as it keeps the human from helping the Autobots, it will be worth it.

The Transformers then find themselves under attack from some killer plants. Back at the castle, Springer is looking for a way out, but Razorclaw says to wait until the guards come, as then they can dismantle them. Springer then says he has an idea, and asks if Razorclaw will help. Razorclaw transforms and listens to what Springer wants him to do.

Meanwhile, Magnus finds some weed killer, and uses it on the plants. Magnus thinks this world is like some nightmare gone mad, but who could be behind it? Just then more strange creatures appear: alien clowns.

The clowns turn out to be just as deadly as the other monsters the Transformers had faced earlier, and are able to resist their attacks. They use wacky weapons, with one blowing back Headstrong with a water pistol. Rodimus punches one of them and tells everyone to look for any clues -something here has got to start making sense!

Having escaped from the cell, and finding the lance, Springer takes on the dragon. The Princess asks Razorclaw if he could help, but he tells her that he doesn't help Autobots. If Springer wanted to fight the creature, let him!

The dragon knocks the lance out of Springer's hands, and prevents him from picking it up. Meanwhile, Rodimus and the other Transformers have arrived at a carnival, and enter a building. Rodimus says it resembles an Earth fun house.

Magnus doesn't think they're in for a fun time, and as they pass a hall of mirrors, the reflections of some of the Predacons come to life, and attack. Rodimus then sees a giant Galvatron, which was what Daniel mentioned he saw in his nightmare. He tells Headstrong to wait, as this Galvatron isn't the real thing -look how big he is!

Galvatron calls him a fool, and tells him Galvatron can be any size he wants! He grows even larger, smashing out the top of the building and picking Rodimus and Headstrong up. Headstrong says he's on his side and that Rodimus Prime is the one he wants to destroy, he's the enemy. Galvatron silences him, and says they're both finished.

Someone else tells Galvatron to put them down, as a giant Rodimus Prime appears, and punches Galvatron in the face. This causes him to drop Rodimus and Headstrong, as the two giant Transformers battle each other. Rodimus realizes the giant version of him is fighting the giant Galvatron, so this must be Daniel's nightmare!

Giant Rodimus eventually throws giant Galvatron far away. Rodimus tells Magnus this is going to sound bizarre, but he thinks they're inside Daniel's nightmare. He also feels that, if they don't rescue Daniel immediately, he's going to be in serious trouble.

As Springer continues to be beaten up by the dragon, Razorclaw is still saying he doesn't help Autobots. The Princess asks if he's afraid that if he does this, does he think he'll look weak? She tells him to do it to save himself. Razorclaw picks up the lance and tells Springer to climb onto him.

Thanks to Razorclaw's help, Springer is able to hit the dragon with the lance, which causes the dragon to explode. As the Princess thanks them both, Springer says he's glad to be of service. But he wants to know how do they return to the others? The Princess says she can lead them there, as it's the least she could do. All they need to do is follow this road. Springer can't believe it's a yellow brick road. Meanwhile, the Quintessons can't believe that even on the machine's highest setting, Daniel is able to help his friends. The human brain still defies them, so now they have no choice.

The machine is set to the over load setting, and one Quintesson says it is a shame the human must be eliminated, but it is in the course of science, and the continued existence of the Quintesson race. Daniel is still asleep, but calls out to Rodimus, begging for help. Rodimus can hear him, and says he's coming.

But as the Princess, Springer and Razorclaw arrive, the Princess says Daniel can't hear them, he can only hear her now. Daniel's mind is being stretched beyond human endurance, and the journey will be very dangerous to all of them and the boy. Rodimus says to go for it, as the scenery around them changes to the stuff of nightmares.

A swarm of giant insects then appear, but Springer points out a bigger problem: a giant tidal wave, heading straight towards them! The Princess tells Daniel to stop the tidal wave, but he says he can't. The Quintessons can hear the Princess and wonder who she is speaking with, as the Autobots can't communicate with Daniel.

The Princess keeps telling Daniel to fight the machine, and he is able to stop the tidal wave just in time. The Princess says this is just temporary, as the images are too overpowering for Daniel to control. As the group move on, they suddenly start to sink through the ground. The Quintessons think that at last, the boy is destroying them. But the Princess screams to Daniel to help them.

This causes Daniel to get up. One Quintessons asks if he is awake, whilst another answers he isn't, but then the Quintessons come under attack from Daniel's nightmares!

They try to stop the machine, but find that it's too late -the machine cannot be stopped now! The Princess points to where Daniel is, and tells everyone to come on, as Daniel needs them. Rodimus saves Daniel just in time...

...as the machine explodes, blowing the Quintessons away. Later on, the Transformers stand outside. Springer asks where the Princess is, but Rodimus says she never existed -she was in Daniel's mind. Razorclaw says the fantasy is over, and this is enough fun for one day.

But he says that the battle between the Predacons and the Autobots continues, and orders the Predacons to merge into Predaking. However Headstrong says he can't -his leg has been damaged, and Rodimus says that's no fantasy.

Razorclaw tells the Predacons to transform and retreat, as they head out into space. Rodimus tells the Autobots that they'll take Daniel home. Sometime later, Daniel wakes up, having had another nightmare.

Rodimus is there, and Daniel tells him that this nightmare was the worst one of all. But he did what Rodimus has told him: he called on a giant Rodimus to fight the giant Galvatron, and the giant Rodimus won. Rodimus says he has controlled his dream, which will mean he won't have any more nightmares. That means no more giant Galvatrons, and no more snake monsters. Daniel asks how did he know about the snake monsters, to which Rodimus just smiles.


-This episode has two Secret Files segments -one for the Quintessons, and another for the Decepticons.

-This episode is the first to use several new music tracks, that will be featured heavily in future third season episodes. Lots of the tracks used in the first two seasons still get used though.

-This is one crazy episode. It's up to the viewer to decide if it actually happened, or if everything was a nightmare Daniel started having, right after he went back to sleep once Rodimus told him to think of him fighting the giant Galvatron. The only problem with this is that if it really was all just a nightmare, then at the end Rodimus really wouldn't have known about the snakes. If it did happen, it's just as wacky -somehow, the Quintessons are able to capture Daniel, and seem to have setup a base on Cybertron (if this episode actually takes place on Cybertron -even that's not too clear). And exactly how their machine works, and how it turns the nightmares into reality, is never explained.

-This episode also runs really short. A scene that must have been cut was Springer's plan to escape the cell and find the lance -Springer whispers his plan to Razorclaw, then the next time we see them, they're out of the cell and have the lance. This would explain why this episode is the only one to have two secret files segments.

-The animation for this episode is also odd, but for once, in a good way -certain scenes and shots have much more detail than others. However, there are a few major mistakes in it. Several times in the episode, Rodimus has red eyes instead of blue (you might have noticed an example of this above).

A couple of times, only the key frames of animation are present, making a couple of shots look like slide shows. And at one point, a Quintesson is missing his entire body, just leaving one of his faces floating up and down!

-In the episode's dialogue script, Daniel is always listed as "Danny".

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