In Japan, some fishermen come across an unusual sight when Broadside retreats from an attack from Devastator and Predaking. As he gets blasted at, it causes large waves in the water, that rock the fishermen's boat.

Broadside is able to stop their boat from capsizing just in time. Elsewhere, a train is forced to make an emergency stop when the drivers see Astrotrain heading straight towards them.

Superion arrives, but separates into the Aerialbots. The Aerialbots open fire on Astrotrain, which forces him off the track.

This causes him to miss hitting the train at the last moment. Elsewhere, at a shine garden, Defensor comes under attack from Bruticus, which puts some people in danger.

Defensor fights back and tells Bruticus to stop. Nearby, at a kendo club, the instructor is training his students when he suddenly stops. He and his students take a look outside...

...and see Defensor battling Bruticus. Defensor tells him no more harm will come to the humans, but then he gets blasted from behind. Cyclonus tells him that decision has been taken out of his hands. But before he can do anything else, he then gets blasted from above.

Sky Lynx, Rodimus Prime and Kup arrive. As Sky Lynx keeps firing, the Decepticons retreat. Rodimus checks on the kendo club guys, and finds out everyone is alright -which is one piece of good news. But then Sky Lynx tells him that he's received a rather vehement transmission, that states Rodimus is wanted at the imperial palace. Rodimus says he bets he is.

Rodimus heads to the palace, where he is confronted by various officials who aren't pleased with him. What's been happening is very bad for business, as it frightens workers and scares tourists away. Rodimus says maybe that should try protecting themselves from the Decepticons, but someone else tells him that his presence, and the presence of others like him, endangers them. Rodimus walks away.

Later on, Rodimus speaks to Kup. He was at the palace all afternoon with the prime minister. Kup says he's had worse times, but Rodimus wants to know when do they get better. Kup asks him what's eating him, and Rodimus says he feels boxed in. Kup asks if he feels like the weight of the world is resting on his shoulders, and if he feels like he wants to run away. Rodimus says yes, and how. Just as Rodimus is about to talk about the responsibilities, Marissa shows up.

She is about to tell him that the Earth Defense Command needs him, but he cuts her off. He tells her to give him a break -since when is he the only one who can solve everybody's problems?! He tells her to just leave him alone, as he transforms and rolls out.

Marissa asks what's with him, and Kup says giri. He explains giri is a Japanese word that means "the burden hardest to bear". He's feeling the pressure of leadership, and he remembers that the same thing happened to Optimus Prime after the Matrix was passed to him. Optimus learned to live with his giri and respect it. Marissa says now it's Rodimus' turn. She asks if there's anything they can do to help, but Kup says he must resolve it himself. She feels like he could still need somebody to talk to, and goes searching for him.

Out on a highway, Dead End complains that everybody else went back to Chaar -why did they have to stay behind? Wildrider reminds him they are here to watch for Autobot activity, such as that clownoid over there: Rodimus Prime! They transform and head after him. Marissa has also found him and tries to talk to him, but Rodimus tells her he'd rather race.

She starts to go after him, but then Wildrider and Dead End cut in front of her and go after him first. Rodimus sees them and tells them to come on, he'll show them something really wild. As he picks up speed, he thinks how great this is -it's just like the old days.

Marissa also gives chase and fires at the two Stunticons, but Wildrider deploys some oil that makes her car skid out of control.

Rodimus sees she's in trouble and turns around, but Wildrider charges into him. He gets knocked off the end of a cliff.

Wildrider says Rodimus has done blowed up real good, so he and Dead End go and check on him. Dead End finds something nearby, and wonders what it is.

Wildrider snatches it from him and says it's the Matrix -the secret to the Autobot's power! He says Galvatron will love it, so they head off back to Chaar. A little later on, Marissa finds Rodimus.

On Chaar, Galvatron is given the Matrix, and says that for years the Matrix has eluded them, but now, it is finally theirs. At last, all shall be one, under his rule! He places the Matrix inside a compartment in his cannon.

He tries firing, but something strange happens, as the shot he fires is just a plume of smoke. He accuses Wildrider and Dead End of breaking the Matrix, and fires at them, but there's something strange with his shot.

The shot is a large plume of smoke, which changes form to reveal several spirits of previous Autobot leaders. They demand that Galvatron returns the Matrix, and Galvatron says that he will. The spirits then disappear.

Galvatron tosses Scourge the Matrix and tells him to destroy it. Cyclonus reminds him he agreed to return it, but Galvatron says he lied, as if they can't have it, then no one shall. As Scourge holds the Matrix, he says that it is the key to the universe. Galvatron asks what was that, and he says it was nothing. Galvatron tells him to do as he was ordered, and leaves with Cyclonus.

However Scourge says they don't understand, as the Matrix is no mere weapon, or a simple energy source. It's power... ultimate, unfathomable power! He places it inside himself, but it starts to corrupt him. He staggers outside, as his body changes form. As he starts crying, he says the Matrix is working, bringing out the power within him, the power of 100 Decepticons... no, 100,000!

Back on Earth, Rodimus has been taken back to the Autobots, who are repairing him. Springer says it looks like Wildrider and Dead end made off with the Matrix, and Marissa asks if it is of any use to the Decepticons, but Kup says that's hard to say. Rodimus then awakens and gets up, and asks what everyone is staring at -they look like they've seen a ghost.

Ultra Magnus says they have seen a ghost. As he no longer has the Matrix, he has reverted to Hot Rod. Springer asks if he feels strong enough to go after the Decepticons, but Hot Rod tells him to wait a minute -what's the rush? Magnus reminds him that the Matrix is the essence of the Autobots, a link to their history, and their future. Hot Rod thinks he's getting a little carried away, he's still the same, they're still the same, so Matrix schmatrix! He's sick of being responsible for the preservation of the universe and its outlying suburbs. Day in, day out, it's punch this Decepticon, bash that Decepticon... what's the point? This has been going on for a few dozen millennia now, and he sees no sign of it changing.

If they want the Matrix back, that's swell, they should go and get it. But they can find some other sucker to carry it, because he quits! He transforms and heads out. Meanwhile, on Chaar, Galvatron tells the Decepticons that now the Matrix has been destroyed, now is the time for them to unleash their fury on the Autobots.

However he then gets blasted. Scourge appears, and tells Galvatron to bow down to him, the annihilator of Autobots, and leader of the Decepticons! Galvatron says only he leads the Decepticons, and charges towards him...

...but Scourge hits him with some eye beams, which send him flying away. Cyclonus says this rampage must ceases, and fires.

But his shot bounces off Scourge and explodes behind him, knocking him down. Scourge says he is ultimate power, and tells all of the other Decepticons that they will now follow him -unless they want to follow Galvatron and Cyclonus to their doom.

He orders everyone to go to Earth, as he transforms and leads them. Cyclonus gets up and helps Galvatron, as Galvatron wonders how Scourge was able to gain such power. Cyclonus says there's only one explanation: the Autobot Matrix. It has poisoned him in both body and mind, and now he leads the Decepticons in a mission against Earth and the Autobots.

Galvatron says only he leads, and uppercuts Cyclonus. He declares he won't rest until the Matrix and Scourge have been destroyed! On Earth, Marissa alerts Ultra Magnus to some activity at a warp gate.

Springer says it's a Decepticon armada. Magnus asks Kup if he's heard anything, but Kup says there hasn't been a peep out of Hot Rod, so they'll have to handle this one without him. Meanwhile, at the kendo club, one of the students, Ozu, attacks his sensei aggressively. But the sensei disarms him and asks what he was thinking. Ozu says he was thinking of being as forceful as possible. The sensei asks why, and he tells him he thought he wasn't aggressive enough. The sensei tells him to rid himself of thinking -don't expect to win, don't expect to lose. Ozu asks what he should expect, and the sensei tells him to expect nothing. He tells the students to go now, as they've finished for today.

However he then goes to see his new "student": Hot Rod. He asks the Autobot if he's troubled. Hot Rod says no, but the sensei says he's lying. He's wondering why he told Ozu to banish thinking, and expect nothing, and wondering how victory can be achieved without expectations. Hot Rod says the thought had crossed his mind. The sensei tells him one can't think of victory without also thinking of its opposite: defeat. Thinking of defeat distracts the mind from what must be done in order to win.

Hot Rod says he's got it, and asks what must be done? The sensei tells him whatever destiny obliges one to do... one's giri. For he who deserts his obligation, is already defeated. Hot Rod thanks him and says he's given him a lot to think about. Meanwhile, Galvatron and Scourge near Earth, but Cyclonus says Scourge has already passed through a warp gate, and is now out of visual range. Galvatron says to go faster, as he wishes to see the look on Scourge's face as he demolishes him!

Scourge and the Decepticons arrive in Japan, and begin their attack. Kup comes across the mutated Scourge and asks what kind of Decepticon he is, and Scourge says he's the ultimate kind. As he stuns Kup, Broadside grabs him, but Scourge says it'll take more than bulk to stop him. He shocks Broadside, so Broadside tosses him away.

Scourge crashes into the ground and surprises an old lady. As he asks if he frightened her, she runs off, and he starts to go after her. But Ozu shows up and strikes one of Scourge's legs with his sword.

Ozu helps the woman get away, but Scourge goes after both of them. Meanwhile, Galvatron and Cyclonus arrive at Earth, but Cyclonus says they're too late, as Scourge has already launched his assault. Galvatron says Scourge doesn't know the meaning of the word assault, but he's going to learn. He and Cyclonus leave their ship, and head to Earth.

Back in Japan, Scourge has Ozu and the woman trapped in an alley, and the woman says they'll be killed. Scourge thinks it's remarkable -the woman is clairvoyant! However Hot Rod then smashes into Scourge from behind. As he gets up, his chest compartment has opened, revealing the Matrix. Scourge tells him now he'll feel the destructive power of his own Matrix.

Hot Rod says if the Matrix did this to him, then he has to take it back, as he sees now that it is his obligation, and he belongs to it, as much as it belongs to him. He gets into a fight with Scourge, and shoots him repeatedly. Scourge sends out some blasts from his hands, but Hot Rod avoids getting hit, and keeps firing. Scourge is eventually knocked down.

Hot Rod uses this chance to take the Matrix back. Scourge is returned to normal, whilst Hot Rod changes back to Rodimus Prime.

He transforms and offers Ozu and the woman a lift home. As they leave, Galvatron and Cyclonus arrive. They find Scourge, who tells them they don't understand -it wasn't his fault, it was the Matrix!

Galvatron throws him aside, transforms and tells him that this is also the fault of the Matrix, as he blasts him. Nearby, the other Decepticons are still fighting the Autobots, when they see Galvatron and Cyclonus carrying Scourge away.

They realize it's all over, and retreat. Rodimus rolls up to the Autobots and says it looks like they did OK without him. Kup tells him he found that missing part, but Rodimus says it wasn't just the Matrix, but also a missing part of himself. Kup tells him that's the point: no matter who carries the Matrix, that part's what you'll never lose.


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

-Allegedly, Runabout and Runamuck were originally going to be in this episode, but were replaced with Dead End and Wildrider. This note on the TF wiki's talk page for this episode has someone mention an early script that had them present in it, and it would also explain why in the Japanese dub of the episode, the narrator refers to Dead End and Wildrider as Runabout and Runamuck -the Japanese scripts were apparently often based on early American script drafts.

-It's never explained why the Matrix effects Scourge so much. Galvatron placed the Matrix inside his cannon and it did nothing bad to him. Scourge did seem to respect the Matrix though, so maybe it returned the favor.

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