On Chaar, some Decepticons are walking about, when Starscream's ghost appears. He takes over Scourge's body, and whilst Scourge fights to remain in control of himself, he is made to fire at the other Decepticons.

The Decepticons run for cover as Scourge tells Starscream to not make him do that, but Starscream says it's too late to stop now. Galvatron wants to destroy Scourge, but Cyclonus tells him Scourge isn't a traitor, he's just malfunctioning.

As Scourge continues to yell at Starscream, Galvatron believes there is no reasoning with him, so he must be destroyed, as he's lost his mind. Scourge tries to explain that this isn't him, but Starscream asks if he thinks Galvatron will believe him. He then makes Scourge shoot at Galvatron, hitting him in the chest.

Cyclonus orders the other Decepticons to attack, so they start firing and hit Scourge. Starscream has Scourge transform and ram into the Decepticons, before heading off into space.

Scourge wants to know where he's been taken, and Starscream tells him: to Unicron. He wants his own body back, and Unicron is the only one who can give it to him. Meanwhile, Cyclonus tells Galvatron his wound is deep. Galvatron says never mind that, he wants Scourge, and he tells the Predacons to follow the traitor and bring him back to him. Cyclonus says he and the Sweeps should be the ones to do it, so Galvatron tells him to go, but don't fail him -otherwise he'll send the Predacons after him.

Starscream and Scourge head towards Cybertron, with Cyclonus and the Sweeps in pursuit. But Cyclonus tells the Sweeps to halt, as they can go no further without being detected by the Autobots. This makes him believe that Scourge really has changed alliances. One Sweep can't believe that their leader would do that, whilst the other wants to melt him. Cyclonus says Scourge attacked Galvatron, and now travels to Cybertron to join the Autobots. He decides to head back to Chaar and report to Galvatron.

Starscream and Scourge arrive at Unicron's head, and go inside it. Starscream says they must reactivate the only mind capable of giving back what Galvatron took from him. Scourge says he refuses to help him, so Starscream warns that if he gives him any more trouble, he'll never vacate the premises, and stay in his body forever! He then tells him they'll get to work.

They reconnect some wires, and are able to do it -Unicron is reactivated. Unicron's voice can be heard, as he says his name and asks who has awakened him. Starscream leaves Scourge's body and tells Unicron who he is.

Unicron asks what he wishes from him, so Starscream tells him: he wants his own body back. He proposes a deal, which Unicron agrees to. Unicron says he will only do if after Starscream has performed three labors. As Scourge sneaks off, Starscream is pleased there are only three labors, and tells Unicron to name them. But he then notices Scourge flying away, and asks him where he's going -he can't go back to Chaar!

Scourge returns and says he's right -he's got nowhere to go. Because of him, Galvatron thinks he tried to kill him. Starscream tells him to calm down, as Unicron silences both of them. He tells them that the first labor is for them to deliver the eyes of Metroplex to him, so he can see again. On Earth, Sky Lynx arrives at Metroplex.

He drops off Kup and Spike, who are here to make an inspection. As they head inside, Starscream materializes behind them. Inside, Kup tells Blaster he should feel proud, as he and the others are doing a top-notch job.

As Blaster thanks him, he says they take their duty here seriously, just as he accidentally hits a button on a computer that causes loud music to play. As everyone gets a laugh out of this, Starscream appears.

He does something that causes a big explosion, and Blaster says the explosion blew out Metroplex's security system. Every entrance to the city is now wide open, and they can't shut them. Kup asks if any intruders are indicated, but Bumblebee says nothing's working, and they can't even sound a security alert.

Kup tells Bumblebee and Spike to cover Metroplex's brain vault, whilst Powerglide and Warpath are to head outside and find the Aerialbots, so they can setup a defensive perimeter. Meanwhile he and Blaster will stay here. As the Autobots move out, Starscream finds Scourge, and goes back into his body. They find the eyes of Metroplex.

They also plant a photon charge up against the wall. As Bumblebee and Spike head up to the brain vault, Spike says this is just like old times. They then see the brain vault door is open, and also see Scourge, who's taken one of Metroplex's eyes already.

Bumblebee crashes into Scourge, causing him to throw the eye up into the air. Bumblebee then ends up going into the voice control room, as the door shuts behind him. Starscream and Scourge try to save the eye, but Starscream tries to control Scourge whilst Scourge tries to control himself, which results in the eye dropping to the ground and smashing to pieces.

They quickly go up to Metroplex's other eye, and take that. Meanwhile Bumblebee tries to get the door open, but it won't budge. Spike tries pushing a button and Metroplex himself suddenly starts talking, warning the Autobots that there is a Decepticon intruder in his brain.

He says the intruder has taken his eyes, as Scourge says the giant awakes. Starscream has him set the charge, and tells him to crash out of here. Outside, Powerglide finds the Aerialbots and tells them they're on red alert. Silverbolt says he doesn't see any enemy.

But they then see Scourge crash out of Metroplex. As they transform and head after him, Metroplex then suddenly decides to transform as well, causing the beings still inside him to tumble around.

Metroplex panics and starts blasting wildly, screaming about his eyes. He accidentally shoots down Powerglide, but then the photo charge goes off, causing him even more damage.

Starscream laughs, as he and Scourge head into space. Metroplex falls over backwards and transforms back to his city mode, as Silverbolt tells everyone to check on the others who were still inside him. Later on, Spike and the Autobots finish up making the repairs to Metroplex that they can do.

They manage to get him reactivated, but Kup says they'll now have to tell Rodimus Prime the bad news. Meanwhile, Starscream and Scourge head back to Chaar. Scourge asks what they are doing here, and Starscream says they because of him, one of Metroplex's eyes was destroyed. But one of Trypticon's should work just as well.

He has Scourge hide the working eye, then has him head down. Scourge comes across Runabout and Runamuck, who tell him to hold it, as Galvatron has put a bounty on his head.

Scourge says there has been a misunderstanding, and he was on a secret mission for Galvatron. They want to see his security pass, but Starscream appears behind them and says he doesn't need to show them no stinkin' passes. Runabout and Runamuck try shooting him, but their lasers pass right through him. Starscream takes possession of Runabout...

...and makes him shoot Runamuck. He then forces Runabout to run head first into a wall, which knocks him out. He leaves Runabout's body, and tells Scourge to hurry this way.

Runamuck is able to set off an alarm, as Thrust, Dirge and Astrotrain run in to investigate. As they split up and start searching, Scourge has already taken one of Trypticon's eyes, and heads back out.

He bumps into Astrotrain, but Starscream immediately takes over Astrotrain's body. He tells Scourge he's taken over Astrotrain so they can take both eyes back to Unicron, as Astrotrain has more cargo room then Scourge does.

They head back to where they buried Metroplex's eye, and Scourge digs it out of the ground. But as they do, Dirge and Thrust spot them, and open fire.

Scourge is able to get in Astrotrain in time, as Starscream has him blast off and head off into space. Later on, Galvatron tells Runabout and Runamuck that first, they let Scourge and Starscream steal one of Trypticon's eyes. And then, Thrust and Dirge allowed Astrotrain to be used as an escape vehicle. So this means Scourge is helping Starscream voluntarily, and the four of them were unable to stop them. He screams, as he starts firing at them.

Starscream has Astrotrain fly over Cybertron, and says that now he's served his purpose, he'll let the Autobots dispose of him. On Cybertron, Rodimus wonders why Scourge and Starscream would remove Metroplex's eyes, then blow him up? Blurr then tells everyone that he's got an alert, as something's coming their way.

They have a visual put onto the main screen, and see Astrotrain. Rodimus says there's no telling how many Decepticons are on board, and tells the Protectobots to man the defensive batteries. As Astrotrain dives, Starscream says this is where be bails out, and tells Astrotrain happy landings.

The Protectobots fire on Astrotrain, who regains control of himself just in time to be hit and shot down. Meanwhile, Starscream heads back to Unicron.

He heads in and finds Scourge, as Unicron says how pleased he is with his new eyes. He says they function alike, yet their circuits are not the same. As Scourge starts to explains about the minor mishap with one of them, Starscream tells him to be quiet, and asks Unicron what the second task is. Unicron says he wants them to deliver the Decepticon city known as Trypticon to him. Scourge moans that they were just there, as Starscream tells him for the strong silent type, he sure talks too much! He then tells Unicron they'll be happy to bring Trypticon here.

On Cybertron, Astrotrain is taken inside by the Protectobots. Rodimus asks him why did Galvatron have him attack Cybertron all by himself -is he stupid, or just obedient? Astrotrain tells him that he can't remember. Blurr then brings up a visual, showing Unicron's head in orbit of Cybertron. But the Autobots notice that Unicron has his eyes back!

Rodimus says now it makes sense -Scourge and Starscream took those eyes for Unicron! Sky Lynx takes a group of Autobots up to Unicron's head, as they head inside him.

Ultra Magnus says he has a bad feeling about all of this, as whilst nobody but them is here, Scourge and Starscream were the ones who put the eyes in, and someone also reactivated some of Unicron's circuits. So where are they? Outside, Scourge makes his presence known when he attacks Sky Lynx, Hot Spot and Groove. Sky Lynx tells the two Protectobots to head inside, so they jump up into Unicron.

Sky Lynx tells Scourge to come and get him, but Scourge says it's in Unicron's hands now. Inside Unicron's head, Unicron says he has awakened, and uses some powerful electricity on the Autobots, which causes them to fall out of him.

Scourge heads back in and tells Unicron that Autobots have been repulsed. He warns that they will be back, so it would be dangerous for him to remain. But Unicron tells him to remain here until the labors are completed, and warns that what he has given him, he can also take away. Outside, Sky Lynx comes back and saves the Autobots. Magnus says they'll get reinforcements.

Back on Chaar, Galvatron threatens Runabout, Runamuck, Dirge and Thrust, and doesn't care what Starscream's ghost did. He tells them to track Scourge and Starscream down and terminate them, and fires a warning shot that makes them flee in panic. They all head into Trypticon.

Just then Trypticon suddenly transforms. Galvatron orders him to stop, but Starscream's voice is then heard, who tells Galvatron that he's just borrowing Trypticon for a little while. Galvatron yells that he is a dead mechanism, to which Starscream says of course he's dead -but not for much longer. And then is he going to be sorry! Galvatron says he's already sorry, as he jumps back to avoid being stomped on by Trypticon. Starscream then has Trypticon head out into space.

On Cybertron, Rodimus says that the head of Unicron has drawn the Decepticons into their midst, and that Trypticon has been sighted leading a squad of Decepticons toward Cybertron. Starscream arrives at Unicron's head with Trypticon, and asks what the final task is. Unicron tells him the second labor isn't yet complete. He wants Trypticon's transformation cog removed, and installed into his own head. Just then, Galvatron and a group of Decepticons start firing at them.

The Autobots notice this, and wonder what is going on. Starscream uses Trypticon to fire back at the Decepticons, easily blowing them away and forcing Galvatron to call a retreat.

Starscream says that was fun, as Scourge asks about the third labor. Unicron wants them to connect his head to the planet Cybertron itself, as this will then give him a new body, and he will be complete again -able to devour all worlds in his path! Starscream says he's got it, but Scourge says he didn't buy into this, and leaves. Unicron tells Starscream to let Scourge go, as he will have to complete the third labor. Scourge heads back to the Decepticons and tells Galvatron not to shoot, as they must stop Unicron. But Galvatron says he can't shoot even if he wanted to -Trypticon has neutralized all their weapons.

Scourge flies to Cybertron, and tells the Autobots about Unicron's plan. Magnus says that whilst they can't fight them head-on, they can attack them from within Cybertron when they make the connection. Rodimus tells him to do it. Meanwhile, Starscream uses Trypticon to push Unicron's head into place.

Inside Trypticon, the remaining Decepticons also know of Unicron's plan, and Runabout says they've got to find a way to stop Starscream from doing what Unicron wants. Runamuck thinks Unicron is too powerful, so there is nothing they can do, but Thrust tells them to watch this. He smashes some of Trypticon's circuits.

Starscream tries to make Trypticon complete the connection, but finds he no longer has control over Trypticon. The Decepticons inside celebrate, as Starscream leaves Trypticon and appears before Unicron. He tells him that if he wants the connection made, he'd better give him a new body now.

Unicron fires beams from his eyes onto Starscream, and after a few seconds, Starscream lives again! What neither of them realize is that behind them, Ultra Magnus and Springer...

...are planting several energon explosives onto the back of Unicron's head. Unicron tells Starscream to complete the connection, but Starscream laughs and tells him to do it himself! He throws down the cables.

Just then, the explosives go off, causing a massive explosion that sends Unicron's head shooting straight back into space. Starscream is also sent flying off of Cybertron.

Nearby, the Decepticons wonder what happened, and they see Starscream flying out of control. Galvatron says to blast him, even though Cyclonus says he's a ghost. Galvatron doesn't care and opens fire, hitting Starscream and sending him far away into space.

Cyclonus is surprised -since when do ghosts tumble out of control through space? Back on Cybertron, Rodimus tells Scourge and Astrotrain that in light of the information they gave them, he's allowing them to go free. Scourge tells Astrotrain to go, before Rodimus changes his mind.

Rodimus congratulates Magnus on a mission well done, but there is one more thing. He needs someone to lead a salvage expedition to Unicron's head, so they can get Metroplex's eyes back. As the other Autobots suddenly look very nervous as the prospect of going back to Unicron, Rodimus tells them to relax, he was just kidding. The explosion probably would have damaged Metroplex's eyes beyond repair, so they'll have to construct new ones. As everyone starts to laugh, is this the last of Unicron?


-This episode is the follow-up to Starscream's Ghost, although at the end of that episode, Starscream is seen taking over Scourge in a different place. The way he takes over Transformers here works differently than before. In Starscream's Ghost, Starscream has complete control over Cyclonus, and Cyclonus can't remember anything that's happened once Starscream leaves him. Here, Scourge is shown to be able to resist him and remember things he's been made to do.

-Orson Welles voiced Unicron in the Transformers movie. He died before the movie was released, (not that he would have come back for season three anyway) so in this episode, he's voiced by Roger C. Carmel.

-One thing that's not very clear in the episode is how the initial explosion in Metroplex happens. Starscream enters Kup's body, then a second or so later, the explosion happens behind Kup, and Starscream is seen tumbling out of Kup's body.

-This episode also introduces one new character: Runabout. It's his first and last appearance. It's also Runabout's second and last appearance.

-Whilst Starscream is last seen tumbling through space out of control, he has at least got his body back, and is alive again. Sadly this is his last appearance in the series, which is too bad as I would have liked to have seen him come back and try and take over the Decepticons again... but I guess that had already been done.

-Divebomb is shown getting destroyed in this episode -as in, blown to pieces. It happens as Starscream uses Trypticon to attack the Decepticons. A Sweep is shown exploding...

...and then Divebomb gets obliterated as well, only to appear alive and well a couple of shots later. This episode was animated by AKOM, who always seem to go a bit over the top with the violence -they animated Dirge and Ramjet blowing up in this episode, and also has Sharkticons getting destroyed in this one. In general, when Transformers get hit in AKOM episodes, they often get blown up quite a bit more violently then usual. I doubt the script called for characters to be totally annihilated, it just seems to be an AKOM thing.

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