Cyclonus and Scourge chase after Air Raid, but he leads the two Decepticons into a trap. The other Aerialbots appear and fight the Decepticons. Cyclonus and Scourge try to fight back, but the Aerialbots combine into Superion. Cyclonus and Scourge take cover in a strange vortex, which leads them to a planet which looks much like Cybertron. They crash land there but are seen to by a group of Autobots led by Sandstorm, who gladly welcomes them to Paradron. The Decepticons are given energon, and they realize that this planet is inhabited by a bunch of wimpy Autobots who aren't even armed. Cyclonus contacts the Decepticons on Chaar, who head to Paradron and quickly take over. Cyclonus introduces the Autobots to their new leader: Galvatron.

Sandstorm manages to get to a ship and leave Paradron, heading through the vortex and sending out a distress signal. This is picked up by the Autobots, who bring Sandstorm to Cybertron and question his story. He 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, which is why Paradron can't be found on any of their star charts. Sandstorm then mentions the Decepticons have taken over, so the Autobots form a strike team and head to Paradron. At Paradron, the Autobot slaves are being made to create weapons for the Decepticons.

The Autobots arrive on Paradron and free many slaves, telling them that they must take up arms and either fight or flee. Many of the Autobots grab weapons and start fighting the Decepticons. Ultra Magnus and another group are sent to gain control of the planet's energon supply, but are unable to do so. Instead, Rodimus tells Magnus to destroy the planet's energon core, which will result in the destruction of Paradron. Sandstorm protests, but Rodimus explains that if the Decepticons control Paradron, every other planet in the universe is vulnerable. The Paradron Autobots flee the planet via escape pods.

Magnus and Sandstorm get to the energon core, where a bomb is placed. The remaining Autobots leave the planet, but as Magnus and Sandstorm leave, they encounter Galvatron. They drive past him, leading to Galvatron believing something is wrong, as Magnus is no coward. He orders the Decepticons to abandon Paradron. The Decepticons flee moments before Paradron explodes. As the Autobots watch, Sandstorm says it was as 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 -see the errors below for more details.

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

-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.

Errors

-When Air Raid tells the Decepticons their days are numbered, he's colored like Superion.
-Cyclonus is colored like Sandstorm during this shot.
-Some of the eyes for the Paradron Autobots flash between blue and cream during this shot.
-When Cyclonus contacts Chaar, Soundwave speaks in Shrapnel's voice! The script, for whatever reason, does call for Shrapnel to be used.
-Razorclaw's black parts are colored white during this shot.
-The above error happens again seconds later, plus parts of Brawl's head are also miscolored -such as his eyes being gray instead of orange, and his hands being colored white instead of black.
-When Bruticus reports that Sandstorm has escaped, his head vanishes for a few frames.
-Blitzwing briefly appears in this episode, even though he was previously banished from the Decepticons. Part of his head is colored purple instead of yellow. He was probably used in error -the script doesn't call for him specifically, referring to the Decepticons in the shot as "underlings".
-When Bruticus says he believes he can see an Autobot invasion party, Galvatron's mouth is also moving. Part of Galvatron's left arm keeps vanishing and reappearing during this shot.
-Bruticus is right next to Galvatron when the latter orders the molecular cannon to be fired, but then Brawl is seen helping move the cannon into place.
-Some Autobots used for this shot are 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.
-Rodimus Prime's chest Autobot insignia is in the wrong place during this shot -it should be lower down.
-Sky Lynx has a yellow colored head during this shot.
-During this shot, the Autobots seem to pick up guns out of nowhere -there should be a pile of them on the floor, but they aren't there.
-Long Haul and Scrapper are colored blue and white during this shot.
-During this shot, Long Haul is colored mostly blue instead of green, Soundwave has a cannon for an arm and two red dots for eyes, and Scrapper seems to be colored like Blaster or one of the Predacons.
-Long Haul is colored blue again when he fires his missile launcher.
-The sign Ultra Magnus, Blurr and Wheelie hide behind states "NEWSPAPEP" instead of "NEWSPAPER".