In the Netherlands, a group of rebels throw some grenades towards a windmill. Some police stumble out and start firing at them.

In Metroplex, the Autobots are watching. First Aid wonders why the humans are always fighting each other, as it makes no sense. Hot Spot says if it did, they wouldn't have been asked to help the police. Rodimus Prime turns around and harshly tells them they aren't helping anyone by standing around here talking. Hot Spot tells him to cool his transistors -as First Aid says they're already on their way!

As the rebels and police fight in a street, the Protectobots arrive and drive through the rebel's barricades.

Rodimus and Ultra Magnus arrive, as they hear Streetwise says what's up with Rodimus being so edgy. Magnus tells Rodimus he was a little rough on them, to which Rodimus says maybe he was. But thinks have been real tough recently, as he has so many responsibilities he's not sure if he can handle them all. Magnus tells him he's doing a wonderful job, and he should trust himself more -in time he'll realize he's every bit as good as Optimus Prime. Rodimus thinks who could live up to Optimus Prime? Meanwhile, Blades sees another skirmish up ahead, and goes to take a look, but gets shot from below.

Hot Spot says that move had Decepticon written all over it. First Aid says he'll go and help Blades, as Galvatron and some Decepticons appear. Galvatron says he'll destroy them all, as they start blasting away. Streetwise says it doesn't look like the Decepticons care who they ace, as long as they get them. Hot Spot says they can't protect these innocent people and cover First Aid too.

First Aid says to forget about him -he's taking Blades back to Metroplex for emergency repairs. Galvatron tells him he'd better get used to making the trip, as Rodimus tells Galvatron why doesn't he get used to losing -it's all he ever does! The two sides take cover behind buildings and open fire.

First Aid gets back to Metroplex and goes in, where he starts repairing Blades. Meanwhile, back at the battle, Rodimus tells Galvatron to give it up, as they'll never get past them. Besides, what does he have to gain by attacking this place anyway?

Galvatron says more than he'll ever know, and shoots at a building, causing it to fall down over Rodimus.

Galvatron then says that if his current plan fails, there is always his ultimate weapon -nothing can stand in its wake! Rodimus gets up and asks what he's talking about, but Galvatron says he'll find out soon enough... him and the rest of the world. He then orders the Decepticons to return to Trypticon.

Rodimus is left wondering about what Galvatron's ultimate weapon could be, but Magnus assures him that whatever it is, they'll handle it. Back at Metroplex, First Aid tells Blades to rest and recharge himself, he should be fine in a day or so. An alarm goes off, and First Aid realizes there is an intruder. It's Swindle, who has entered Metroplex.

Scamper and Slammer go to intercept him, and as Scamper asks who he is, and how he got in, Swindle blasts the floor and makes them crash -he's got no time to answer stupid questions!

Swindle heads to where Metroplex's transforming cog is. First Aid finds him and realizes this was why the Decepticons were attacking the city -it was a diversion. Swindle says that's right, but now he's got what Galvatron wanted. First Aid tells him to put the transforming cog back now. Swindle laughs and asks him if he's trying to talk him into surrendering. First Aid says that's not a bad idea.

Swindle says neither is this, and shoots at him. First Aid avoids his shots as Swindle says he's head he was a pacifist, but he doesn't believe there's a Transformer alive who won't fight for his life! First Aid picks up some rubble and uses it as a shield, and says he doesn't believe in fighting -he's a medic, not a warrior. Swindle tells him he'll die for his beliefs, and manages to destroy the rubble and hit First Aid.

Swindle says the cog is his now, and Metroplex is stuck in city mode -forever! Out at sea, Trypticon is busy taking on a fleet of naval destroyers, but Galvatron tells him to stop trifling around -Metroplex awaits! Trypticon says he's hungry, and eats one of the ships.

Swindle then appears, and Galvatron tells him it's about time he showed up. Swindle wants to talk in private, so he and Galvatron head off. Swindle says he's been thinking, and believes the Autobots would probably pay him a fortune for the cog. Galvatron asks one last time to give him the cog, but Swindle wants to know what's in it for him?

Galvatron says he'll let him live to regret this treachery, as he transforms and blasts him in the back. Swindle reluctantly hands over the cog, as Galvatron warns him that if he ever refuses him again, he won't be so lucky next time. Swindle tries to say it was all a joke.

Galvatron returns to Trypticon, who asks where Metroplex is, as he wants to smash him. Galvatron leads him towards Metroplex, as they go right through a village. Some police arrive and shoot at the Decepticons, but their cars are quickly crushed. Trypticon yells he can't be stopped -nothing can stand in his way!

At Metroplex, First Aid says he couldn't stop Swindle from taking the transforming cog. He wanted to, but he blew it. Rodimus tells him everyone knows how he feels about fighting, so he's sure he did his best.

First Aid says it doesn't change anything, as now Metroplex is a sitting duck for whatever the Decepticons throw at him. Hot Spot says he's not sure about that -he's forgetting how powerful Metroplex is. First Aid hopes he's right, as if Metroplex fell because he refused to fight... Rodimus tells him he's a medic, and Ultra Magnus tells him they don't expect him to compromise his beliefs. First Aid says he doesn't fit in with the rest of them, as he's not a fighter. He decides to leave.

Rodimus tells Magnus to see what he means... he can't even keep the Autobots together. He doesn't think he has what it takes to be the Autobot leader, so maybe it's time he turned over the reigns to someone else. Hot Spot then says Teletraan II has picked up Trypticon heading this way, so Rodimus tells the Autobots to prepare to roll out. Trypticon comes across a train, and decides to trash the human toy.

Rodimus, Magnus, the Protectobots and Aerialbots arrive just in time to see Trypticon leaving the entire train dangling. Hot Spot tells his team to see how they do without First Aid, as they transform into Defensor.

As Defensor runs forward, the Stunticons appear, and Motormaster tells his team to form Menasor. As Menasor goes to attack Defensor from behind, Rodimus and Magnus shoot him down before he can make his move.

Trypticon drops the train, but Defensor is able to save it just in time -although he thinks it would be a lot easier with First Aid here. Rodimus tells him good work, then tells the Aerialbots to stop Trypticon. Silverbolt tells his team to go, as they transform and buzz around Trypticon. Trypticon gets very frustrated and tells them to stand still, so he can crush them.

Air Raid laughs and asks the bozo what's the matter -are they too fast for him? Trypticon says he doesn't need to catch them, and uses his fire breath to hit Air Raid. Air Raid goes out of control and lands in a river.

However, Silverbolt uses this chance to fly inside Trypticon, and starts shooting him from within. He does some damage and then flies out.

The Aerialbots check on Aid Raid, who's ok, just a little burnt. Galvatron says that Trypticon has been wounded, and tells the Decepticons to follow him. But he tells the Autobots not to mistake this setback for defeat, as he's still got the upper hand.

Magnus says he must mean his so-called ultimate weapon, but he'll believe that when he sees it. Rodimus says even without the weapon, the Decepticons have still got the transforming cog, and even if they could get it back, only First Aid knows enough about Metroplex's internal construction to put it back right. They've got to convince him to return, so Hot Spot volunteers to go and talk to him. Once he tells him how much they need him, he'll have to come back. Rodimus hopes so, as without him they don't have a chance. Meanwhile, Galvatron tells Trypticon his attack on Metroplex is going to have to wait until they get him repaired. His dawdling has cost them dearly!

Later on, the Autobots come up with a plan. A camouflaged Rodimus and Magnus head to Trypticon, with Spike and Daniel riding inside them. Vortex flags them down and asks why they are here. Daniel says they're delivering stuff to the workmen inside Trypticon. Vortex doesn't believe them, as he detects the nauseating stench of Autobot fumes, which are so pure and pollutant-free.

He demands Daniel to tell him the truth, or he'll make him wish he'd never tried to double-cross a Decepticon. He picks up Rodimus and shakes him about, causing Daniel to fall out!

The Autobots transform, and as Magnus jumps down after Daniel, Rodimus shoots Vortex.

Magnus saves Daniel just in time, and then jumps back up. Spike says Galvatron is coming, along with the Stunticons.

Rodimus says he and Magnus will lead the Decepticons away, meanwhile they must find the cog and meet back here in 30 minutes. As the Autobots fire, the Decepticons fire back and then chase after the Autobots.

This leaves Spike and Daniel to enter Trypticon easily, and Spike quickly finds Trypticon's transforming cog. They head back, but bump into Cyclonus. Spike says everything is fine back there, so the problem must be somewhere else. Cyclonus tells him not to dawdle, as Trypticon must be repaired at once, for the greater glory of Galvatron.

Spike says he's got it, and as he and Daniel run off, he tells his son he's never worked for such a bunch of grumpy employers. Cyclonus heads off and is shocked to see Trypticon's cog has been stolen!

Spike and Daniel get back outside, and are picked up by Magnus and Rodimus. Magnus says Trypticon is now as helpless as Metroplex, but Spike says Metroplex won't be helpless for much longer. Nearby, Galvatron chews out the Stunticons for being a bunch of weak wimps, as they let a couple of Autobots get the best of them. Cyclonus then appears to give him the bad news about Trypticon's cog.

Meanwhile, at a junkyard, a robot called NUL-A talks about how dull it is running this place, as nobody ever comes to chat... nobody, that is, except First Aid. NUL-A says it takes way the loneliness. First Aid says it's good for him too, as he needed some time away from the others.

The Decepticons have installed Metroplex's transforming cog into Trypticon. Trypticon transforms, but is out of control with his transformations, as Galvatron tells him his circuitry must be rejecting the cog. Trypticon seems to be able to get himself together and says he can still crush Metroplex. Back at Metroplex, Rodimus says Trypticon is probably using Metroplex's transforming cog, so they'll use his. He hopes he's doing the right thing, and Magnus tells him he's doing fine -he's got to believe in himself!

Galvatron spots Metroplex, and points out to Trypticon where he is. Trypticon moves in, as Metroplex transforms and tells him to keep it down -this is a residential area. But Metroplex suddenly starts to transform back to his city mode -he can't control his transformations either!

Trypticon tells him he'll destroy him now, as he charges into him. Metroplex says he's not giving up, and manages to punch Trypticon a couple of times and send him flying.

But he suddenly transforms back to his city mode again, allowing Trypticon to kick him. Back at the junkyard, NUL-A tells First Aid he's done a lot of good here. The place was a dreary mess that even Wreck-Gar would avoid, but he's turned it into a paradise. First Aid says he wishes he could be as much use to the Autobots, but he's not a warrior, and that's what they need.

Hot Spot arrives and tells him that's where he's wrong. They have plenty of warriors, but they only have one First Aid, and he's the only one who can save them now. Back at the battle, Trypticon shoots down Metroplex and tells him he will die now. Hot Spot and First Aid arrive, and Rodimus tells First Aid he's glad to have him back, as they really need him now. First Aid says he agreed to help, but he doesn't know about rejoining the Autobots. He'll do his best right now though, and asks what they need.

Rodimus explains that Metroplex won't be hold out much longer, unless someone gets inside and realigns the transforming cog to make it suit him. Hot Spot can't believe he wants to get First Aid to get so close to the two giant Transformers, but First Aid says he has to, he's the only one who understands Metroplex's inner workings, so he has no choice. Hot Spot says the Protectobots will help, and Blades carries first Aid towards Metroplex.

First Aid drops down, and manages to get inside Metroplex. He quickly makes some adjustments and hopes this does it, as he presses a button next to the cog.

Metroplex suddenly shoves Trypticon back, then picks him up with ease. He throws him into the lake, but Galvatron then appears.

Galvatron says they may have defeated Trypticon, but they haven't vanquished him. He still has his ultimate weapon, and reveals a black object. He tells them to surrender now, or he'll unleash its force upon them all. Rodimus says he thinks he's finally started to wise up -if such a weapon existed, Galvatron would have used it a long time a go. Galvatron tells him for the last time to surrender, or there won't be an Earth left to protect. Rodimus tells him he's bluffing, and starts to walk towards him. Galvatron tells him this is the end.

Rodimus says he's right -it is. He's used a real ultimate weapon, which is his own mind. Galvatron tells him to stay back, but Rodimus continues to walk forward. Galvatron realizes his bluff has been called, and throws the "weapon" to the ground, destroying it.

Galvatron tells Rodimus they'll be another day, and flies off. Rodimus says they'll be ready, and Magnus tells him that's the spirit!

First Aid exits Metroplex and jumps down. Rodimus tells him he did a bang-up job, as Trypticon has been left to sink in the river.

Metroplex says Trypticon has been vanquished, and Magnus says it'll take weeks for Trypticon to dig himself out of there. First Aid guesses he does belong with the Autobots after all, and doesn't know how to thank them. Rodimus says he should be thanking them -he was feeling miserable and useless before this, but now he know he's got what it takes to command the Autobots.

Magnus says sometimes it just takes a while to realize what you've got to offer others. First Aid says you'd better believe it.


-Octane can be seen with the Decepticons in the first battle, who is probably there by mistake (see Starscream's Ghost for more details). Blitzwing, who was banished from the Decepticons in this episode, also briefly makes an appearance floating next to Galvatron when Swindle returns to the Decepticons. He has a purple-colored head and when the shot changes, he's gone, with Cyclonus appearing behind Galvatron instead.

-As Swindle fights First Aid, the inside of Metroplex looks fine. But later on, when First Aid explains to the Autobots that he couldn't stop Swindle, Metroplex's innards are in a terrible state, and Hot Spot and Magnus can be seen clearing away some debris. It seems to hint that originally Swindle was to do more than just take the cog, maybe he set a bomb off or something to do some internal damage to Metroplex, but then the scene showing him doing this was cut. Unless the original script gets released, we won't know for sure.

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