Out in space, Cyclonus and Scourge chase after Air Raid, who leads the two Decepticons into an asteroid belt. Cyclonus tells Scourge to back off, as this Autobot is all his. He starts firing at Air Raid.

Air Raid lands on the top of an asteroid, and tells the Decepticons that their days are numbered. Scourge says he's getting bad readings, which turn out to be true when all of the other Aerialbots appear. Silverbolt tells the Decepticons to surrender.

Cyclonus tells them he doesn't retreat for anybody, as he and Scourge try to go on the offensive. They are soon forced to do some evasive maneuvers, as the Aerialbots are quickly all over them. Scourge asks what they are going to do, so Cyclonus keeps things simple: attack!

They rush out, just as the Aerialbots transform into Superion. The two Decepticons bounce off of him, and have to hide again. Scourge says he thinks he's in bad shape, and his diagnostics aren't working. Cyclonus sees some kind of anomaly nearby, and tells him they'll take cover in it.

They fly through it and are surprised to see a planet that looks like Cybertron! The transform and crash land on it.

Cyclonus says it looks like Cybertron during the fabled golden age. Scourge says that they are no fable, and points out that a group of Autobots have approached them. Cyclonus says he doesn't have the strength to fight, but one of the Autobots, Sandstorm, happily welcomes them to Paradron.

The Decepticons wonder if this is what happens when you get deactivated, as the Autobots take them into a city. Some nurses give them a bit of energon, but Cyclonus gets up and starts drinking from a pool of it. Sandstorm tells him to relax, as there is plenty of energon. Cyclonus knocks him away and says only Galvatron tells him what to do.

Scourge knocks his nurse away and says the same goes for him -nobody tells him what to do but Galvatron. And of course, Cyclonus. The Autobots are a bit taken aback by the new arrivals.

Scourge wonders why the Autobots aren't trying to blow them away, and Cyclonus points out that it's perhaps because they aren't armed. It appears these guys area bunch of wimps, so the two Decepticons pay a visit to a communications tower. One Autobot tells him they aren't supposed to be here, so Scourge kicks him into a monitor.

Cyclonus uses one of the computers to contact Chaar. Galvatron tells them he thought they'd been destroyed, but Cyclonus says that after "demolishing" the Aerialbots, they've discovered a planet with an unlimited supply of energon. Galvatron asks who rules the planet.

Scourge says that's the good part -it's controlled by a bunch of sissy Autobots, so this planet has Galvatron's name on it! Elsewhere on Paradron, Sandstorm has gathered together many of the Autobots, and implores them to defend their planet from the violent intruders. However, the Autobots think he's taking this too seriously, and they believe the strangers just had a little too much energon. They think the strangers are misunderstood, and besides, there is enough energon here for everyone, so they shouldn't fight.

Cyclonus and Scourge are listening, and Cyclonus thinks this is too good to be true. He says to set their weapons on stun, as he wants all of the Autobots in working condition. As Sandstorm says the intruders are dangerous, Cyclonus runs in and stuns him.

Scourge seals the exit, preventing any of the Autobots from leaving. Cyclonus tells them to not worry, as they don't intend to hurt them. Galvatron and the other Decepticons then arrive, and Cyclonus tells the Autobots to hail Galvatron -kneel before their new leader!

One of the Autobots says this is a democracy, and he doesn't have to bow to anyone. Galvatron fires a warning shot at him and says before a society can move forward, all must agree on the rules -now kneel!

The Autobots comply, as one asks what are they going to do with Sandstorm. Scourge says once he regains consciousness, they'll talk with him, and help him understand them. Later on, at a Paradron prison...

...Sandstorm has been locked in a cell. Using a hidden laser which was concealed in his wrist, he quickly destroys the bars and escapes, transforming to his car mode and driving away.

An alarm goes off, and Brawl and Razorclaw go after him. Brawl can't decide if he should destroy him, or simply immobilize him, but Razorclaw says he'll do neither, as he's going to tear him apart! They quickly catch up and Brawl starts blasting at Sandstorm as he goes over a bridge. Razorclaw is able to leap over him, and the two collide.

Sandstorm ends up driving off the bridge, and falls. Brawl says it's too bad they didn't get to bump him around more before they splattered him. But the two then find out that Sandstorm is a triple changer, as he transforms to his helicopter mode.

The Decepticons go after him, but quickly lose him. As they go back to report to Galvatron, Sandstorm blows away a load of debris, revealing a hidden hangar below. He opens it up, revealing a ship.

As he gets the ship fueled up, Divebomb is sent in, and spots Sandstorm. Galvatron gives him permission to destroy him, just as Sandstorm boards the ship.

He hopes the ship doesn't let him down, and is pleased to see that everything turns on. He blasts off, seconds before Divebomb fires a couple of missiles which total the hangar.

Divebomb says Galvatron isn't going to be happy, as Sandstorm heads into space. He hopes he can find some friends out there. Meanwhile, Bruticus reports that Sandstorm has has escaped Paradron's outer atmosphere, and is heading towards the vortex.

Galvatron just says this means their plans are pushed up, and tells the Decepticons to make the slaves work faster. As Sandstorm heads through the vortex, he picks up a signal. He tries to contact it and says if there's anybody out there, he needs help.

On Cybertron, Fireflight says they have an unidentified space craft transmitting a distress signal. Rodimus Prime has Blurr and Springer rescue him, but warns them of it being a trap. Sandstorm is taken to Cybertron, where Kup asks him about Paradron -he says there is no planet with that name.

Sandstorm says he isn't lying, and explains that his forefathers fled Cybertron during the fourth great war. In order to find a peaceful planet where they would never be found, they went through the vortex. This is why it's not on any of their star charts.

Blurr starts babbling on about why he didn't mention the Decepticons before, and Sandstorm asks if there is something wrong with his timing program, but Kup tells him it's just the way he is. Rodimus promises to have a real nice welcoming party for Sandstorm later, but right now they've got to organize a strike force. Blurr worries the Decepticons will know they're coming since they know Sandstorm escaped, but Rodimus tells him not to worry -he's got it handled.

On Paradron, the Autobot slaves are being made to construct weapons of war. Galvatron sees a ship approaching the planet, and asks what do they have here.

Bruticus tells him it appears to be an Autobot invasion party. Galvatron says he knows what it is, but Bruticus thought he just asked him what they had here. Galvatron says it was just a figure of speech! He says to turn the molecular cannon on them, as Headstrong and Brawl move it into position. Headstrong fires a single shot...

...which passes right through a moon, destroying it along with the ship. Bruticus doesn't think it's a very subtle weapon, but Galvatron thinks subtlety would be lost on the Predacons. He does find it unfortunate that he won't have as much as an Autobot boot as a souvenir.

It's revealed that the Autobots have survived -the ship was just a decoy. Rodimus says they can pat themselves on the back later, right now they've got a mission to run. He tells Springer and Sandstorm to help him evacuate the Autobots. Meanwhile Ultra Magnus, Blurr, and Wheelie are to try to gain control of the energon supply through any available means. The Autobots burst through the asteroid and head to Paradron. Rodimus and his team arrive on the planet, and head towards a prisoner camp.

They go in guns blazing, and destroy a guard tower. Rodimus opens up a hangar...

...revealing numerous Autobots. Sandstorm says it's time they fought for what they believe in -their freedom, their planet, their lives! Rodimus says they're in a hurry, and has Sky Lynx dump his cargo: weapons. One of the Autobots says they don't believe in fighting, as the ancients taught them that fighting only begets more fighting.

Sandstorm tells him the Decepticons are using their energon to destroy. He believes that their forefathers would have taken up arms and fought! As the Decepticons start their counter attack, Rodimus says they don't have time for this -either fight or flee!

The Autobots start picking up the weapons. Elsewhere, the Decepticons find Magnus and his group, and fire at them. They fire back, but have to take cover.

Magnus contacts Rodimus and tells him they're under heavy fire, and must abort the mission. Rodimus tells him the mission is changed -now he needs to destroy this planet's energon core. Sandstorm says that'll destroy the entire planet, and Rodimus says he knows, but if the Decepticons get this planet, every other planet in the universe is vulnerable.

Wheelie finds a door in the floor, allowing him and the rest of his team to escape. Sandstorm asks Rodimus about the Autobots here populate Paradron, and Rodimus tells him they have plenty of room for them on Cybertron. He tells Sky Lynx to start moving them out.

Sandstorm says that won't be necessary -they have escape pods to get them off the planet in case of disaster. Soon, all of the Paradron Autobots are evacuated.

Sandstorm leads Ultra Magnus towards the energon core. They enter a room where a missile is flying around, and Magnus says it's trying to sense them. He's able to grab it and throw it back...

...at the Constructicons. They abandon their vehicle, just before the missile strikes it and blows it up. The Autobots make it to the energon core, and Magnus says he's never seen anything this beautiful in the entire galaxy. Then he tells Sandstorm to give him the bomb. He places the bomb on the core, and says they've got five minutes to get off the planet.

As they head out, Galvatron laughs and fires at them. Magnus says they'll get the last laugh, as he and Sandstorm transform and simply drive past him.

Galvatron watches them leave and calls them cowards, but then realizes Magnus is no coward. He realizes something is wrong here, and tells the Decepticons to abandon the planet. Meanwhile, the Autobots have regrouped at a nearby moon.

Magnus and Sandstorm make it back, just as Rodimus counts down the last few seconds of the timer. The bomb goes off, destroying the core completely, and soon the rest of the planet begins to crumble.

Galvatron says it's every Decepticon for himself, as he and his forces leave Paradron. Paradron explodes seconds later.

As the Autobots watch the explosion, Sandstorm says it was a beautiful in death as it was in life. Rodimus tells him there's no need to get all mushy, as Cybertron is a better place anyway... it's not so perfect!

NOTES

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

-SCRIPT DIFFERENCES: Click here for details.

-This episode explains where Sandstorm came from, however it was broadcast after Starscream's Ghost. It's believed this episode suffered from production delays, which is somewhat hinted at in the finished episode -the animation for this episode is quite nice for the most part, with on-model characters and good amounts of detail, however there are several major coloring errors at times:

In the examples above, Razorclaw is seemingly colored like an Aerialbot, Long Haul is colored like who knows what, and then the last shot is pretty infamous -if you look closely, some of the Autobots Rodimus talks to are characters from the first two seasons -including dead ones! Ironhide and Ratchet can be seen in the middle, whilst a guy who's colored like Red Alert is next to Sky Lynx. Hot Spot is standing next to Red Alert, but has a weird color scheme.

-The Paradron nurses share Arcee's character model, but are just colored green in places instead of pink.

-Early on in the episode, when Cyclonus contacts Chaar, Soundwave speaks in Shrapnel's voice! The script, for whatever reason, does call for Shrapnel to be used, but in the episode itself Soundwave says his line.

-Blitzwing makes another appearance, having previously made a cameo in The Ultimate Weapon. Like his previous cameo, he has a purple-colored head. He was probably used in error -the script doesn't call for him specifically, referring to the Decepticons in the shot as "underlings".

-Rodimus is a real jerk at the end. The script originally did give a good reason for him to need to destroy Paradron, which is hinted at with his dialogue to Sandstorm regarding other planets being in danger, but it really doesn't forgive his final line in the episode.