Spike finishes making the modifications to the Autobot's heads. The Nebulons decide who is going to pair with who. Duros chooses Hardhead, as he believes they'll get along just fine. Arcana, the oldest and widest of the Nebulon rebels, chooses Brainstorm, as he thinks that whilst his mind is undisciplined, he finds his youthful ideas most refreshing.

Stylor picks Chromedome, leaving Gort with Highbrow -not his first choice, but he'll do. Finally, Daniel is placed into Arcee's head.

The heads are placed back onto the bodies of the Autobots. Hardhead welcomes his new buddy to the club, and Duros says he's glad to be aboard.

Daniel asks Arcee how she's doing, and hopes she doesn't mind carrying him around like this. Arcee tells him he knows she doesn't. Daniel thinks it's weird, as he feels like they're a part of each other now, and Arcee says she can also feel it. Gort asks Highbrow what's happening, but Highbrow isn't too pleased at being stuck with him -he was hoping for someone who at least approached his own intellectual capacity.

Gort tells him he's not too thrilled at the accommodations either, but they've got bigger things to worry about. The Autobot Headmasters head outside towards the forest, and the Nebulons are looking forward to giving the Hive machines a pounding. They start to fight, but things are at first a bit difficult for the bonded Autobots. Duros tells Hardhead to grab one of the tentacles.

Hardhead says he's trying! Arcana tells Brainstorm one clear shot down a certain spot on a machine will destroy it, but Brainstorm says he can't make it.

Arcana says to let him guide his actions, and he does so by shooting the machine, which totally destroys it.

Highbrow lands on a machine and Gort tells him to open the hatch on it -anything he puts in there will totally scramble the machine's circuits. Highbrow asks like what, and Gort says like his fist -Highbrow punches it and the machine explodes. Meanwhile, Highbrow is able to rip apart a tentacle.

Duros says that one well aimed shot into that hole should finish it off. It's the only weak spot if it's connected to the main brain circuit. If it isn't, they'll have to keep ripping off tentacles until they get it. Hardhead has a better plan: bash it until it explodes. With the machines destroyed, Arcana tells Gort that such devastation has never been committed against the Hive's machines before -surely the Hive will be aware of it? Gort doesn't think it matters, as they can take them all on now.

In the Hive, Zarak and his minions are watching the destruction. Zarak wonders if two of the robots are Gort and Arcana, but one of his minions suggests destroying them all now. Zarak decides to wait -he wants to observe them, as it could prove to be valuable for them.

On Cybertron, the battle between the Autobots and Decepticons continues. Punch drives up and says that there's no sign of Hot Rod, Kup or the others. Fastlane and Cloudraker appear and say that they haven't found the key to the plasma energy chamber.

Optimus Prime says that there is something terribly wrong here, and runs off. Ultra Magnus asks where is he going, and he tells him he's going to get some answers. Back on Nebulos, Scourge has the captured Autobots placed on a torture device.

He wants to know where the key to the plasma energy chamber is and asks Kup if he wants to tell him, but Kup tells him to go and stick his head in a black hole. Scourge turns on the device and Hot Rod tells him to leave Kup alone, if he wants to torture someone, torture him. Kup tells him he can take it, but as the other Decepticons watch, Apeface expresses his disgust -noble Autobots make him want to puke.

Cyclonus tells Scourge he just loves to waste time -it's obvious that if any of these Autobots had the key, the other Autobots would be all over them by now. Brainstorm says that's exactly where they are, as he and the other Autobots appear. Scourge says it's five of them against all of the Decepticons, they must be mad.

Brainstorm tells the Headmaster to charge, and as they push forward and transform, Cyclonus and Scourge are stunned to see the heads of the Autobots transform...

..into smaller robots! They start firing at the Decepticons, as Daniel tells Cyclownus that two Autobots are better than one.

The Decepticons are quickly overwhelmed, but the battle is viewed by the Hive. Zarak realizes that Gort and his rebels are wearing robotic exo-suits, that become the heads of those robots.

One of his minions says these guys are muscling in on their turf, and wants to rub them out, but Zarak says the development could be most useful to them. Meanwhile, back on Cybertron, Magnus asks Optimus where will he get the answers he wants? Optimus says from the one who created him: Alpha Trion. Magnus says Alpha Trion is in Vector Sigma, the computer that gave them all life.

Optimus says that's right, and with the shell of the Matrix, he may be able to reactivate Vector Sigma, and merge with it. He takes out the Matrix of Leadership, and places it inside Vector Sigma. Upon doing this, Vector Sigma rises upwards, and hits Optimus with a bolt of energy. Meanwhile, back on Nebulos, the Decepticons are getting creamed.

The Autobots keep up the fire, and the Decepticons try to flee to their ship. But the Autobots fire at the ship and damage it, forcing the Decepticons to run off.

Hardhead says they're getting away, but Brainstorm says never mind that -they've got to free the others. As the Decepticons walk aimlessly, Scourge tells Cyclonus that as long as the Autobots have the advantage of secondary operators, they will never regain the key to the plasma energy chamber. Before they can decide what to do, they're all suddenly grabbed by some metal claws...

...which dump them into a pit, which leads to the Hive. They drop off a conveyer belt and see some figures waiting for them. Zarak introduces himself and says he has a little deal for them, a deal which will enable them to defeat their adversaries. And all it will cost them is... their heads.

They seek to defeat the Autobots, whilst the Hive will get new bodies in the form of exo-suits made from their heads. Scourge says they don't make deals with organic creatures, but Zarak says they have no choice. He sends out various devices that start battering the Decepticons, so Scourge decides to make the deal. Zarak thinks that was very wise of him.

Cyclonus says they can only have the heads of the animals. Apeface objects, but Cyclonus shoots him and tells him to do as he says, or he'll kill him. Zarak asks what the other five will offer them, and Cyclonus says they'll give them their weapons -they can modify them as they would the heads. Zarak thinks that a Hive operator becoming a powerful weapon isn't such a bad idea. But that's enough bargaining, and he tells the five animal Decepticons to remove their heads -let the transformations begin.

Back on Cybertron, Optimus enters Vector Sigma, and Alpha Trion appears. Alpha Trion says he's been expecting him, and tells him that which he seeks is on Nebulos.

He explains that Brainstorm and the others were sent there by plasma energy -the chamber was opened momentarily, and a bolt of plasma energy struck their ship, sending them millions of miles into space. Optimus is surprised one bolt did all of that, but Alpha Trion says it's raw energy -it seeks out any entity that transforms matter into energy, and overloads them totally. Only organic life is unaffected by it. He then tells Optimus to hear him -a second Golden Age of Cybertron is almost at hand, but whether this comes to pass depends on the merging of an Autobot's life with that of a human being. Optimus asks how he knows all of this.

Alpha Trion tells him it was Vector Sigma itself -it was Vector Sigma who arranged for Galvatron to learn of the key's existence. Optimus thinks that makes no sense, but Alpha Trion tells him not to question Vector Sigma's motives -the parameters of its thought matrix are greater than he can imagine. He then gives Optimus a final warning -whatever happens, the key to the plasma energy chamber must not be destroyed. Vector Sigma commands it!

Optimus disconnects from Vector Sigma, and it goes back into place. Ultra Magnus asks Optimus if he got his questions answered, and he says he did... but every answer led to a bigger question. But something is happening on Nebulos.

On Nebulos, Zarak is working on something. Grax tells him that the Decepticon modifications are complete, so Zarak tells him and the others to bond with them. He will remain here, as he's working on new plan, one which involves their entire city.

Back on Cybertron, Optimus Prime boards a shuttle. Ultra Magnus can't believe he's leaving, but Optimus says he has no choice, as the key is on Nebulos. Until he returns, he's leaving Magnus in command. Back on Nebulos, the Hive members enter their new exo-suits.

As they get used to their new bodies, they introduce themselves to their new Decepticon partners. One of them walks up to Cyclonus and says that the boys call him Nightstick -he hopes Cyclonus likes busting heads! He transforms...

...into a weapon, which Cyclonus catches. Cyclonus tells him he likes busting Autobot Headmasters better. Another Hive member walks up to Misfire and says he lives only to destroy their mutual enemies. He trips and when he lands, starts discharging several laser blasts.

Misfire picks him up and thinks the name "Aimless" suits him better. Caliburst introduces himself to Slugslinger, and says he's never missed a shot in his life. Slugslinger tells him he's never taken a shot in his life, prompting Caliburst to say would he lie to him?

Another Hive member says to call him Blowpipe, as he wants to blow those rebels away. Triggerhappy catches him as he transforms and gives him a test fire, and says the Autobots are going to be molten metal. Scourge asks where his weapon is, at which point Fracas runs over to him, and tells him if he thought Blowpipe was bad, he's worse! Scourge thinks he's louder.

The Decepticon Headmasters then introduce themselves. Spasma and Krunk tell Apeface and Snapdragon who they are, and they'd better not get out of line with them -otherwise they'll get mad! Apeface tells them they'll see who's boss, as they transform and unite. Meanwhile Vorath isn't pleased that he, a top Hive scientist, is paired up with a mangy night scavenger like Mindwipe.

Mindwipe tells him that the powers of darkness are a more powerful weapon all the toys his science can muster. Using said powers, he tells Vorath to unite with him -which he does, as he now calls Mindwipe his master. As Grax pairs up with Skullcruncher, Monzo is a bit fearful of being bonded with Weirdwolf -this project was a bad investment! With everything sorted, Cyclonus tells the Decepticons to go.

The Autobots are moving the damaged Decepticon ship, when they see a damaged Cerebros fall down a cliff. They check on him and he says he found a city.

They take him into the caves, and Spike says at least his brain circuits are still alive. He asks about the city he mentioned, and Arcana says he may have found the lost city of the Hive, the place where they lived before they developed their mental powers and moved underground. Hot Rod then tells everyone that they've got company. Outside, the Decepticons land and Cyclonus tells the Decepticon Targetmasters to attack. The Targetmasters are thrown forwards...

...as they transform and open fire. Cyclonus then tells the Decepticon Headmasters to destroy, as they move in. Spike sees that now the Decepticons have now got Headmasters too, but Brainstorm is more angry that they swiped his idea -he'll sue! A big battle begins.

Misfire asks Aimless if he can hit anything, but Aimless tells him what does he expect -he's new at this! The Autobot Headmasters try and attack, but the Decepticon's new Targetmasters give them the edge. Vorath says that if only had some energy-sensing equipment, they could easily find which Autobot has the key. Mindwipe tells him what need does he have for his scientific toys, when he has his own extra-sensory powers?

He quickly identifies that Brainstorm has the key, and they shoot him down. Some of the Decepticon Headmasters and Targetmasters search Brainstorm, and take the key. As they do this, Arcana realizes that the little robots are members of the Hive. Brainstorm recovers and grabs Nightstick.

He tells Arcana to run a scan of his body, which he does. Once the scan is complete, Nightstick is released, but Scourge is then given the key. He tells the Decepticons to destroy the Autobots, but Fracas tells him they've got to get back to the Hive city, as Zarak commands it. Scourge wants to reduce the Autobots to piles of smoking rubble first, but Fracas breaks free from him and says he doesn't care about his petty feud. He obeys Zarak, so they must go -now!

Scourge says very well, but warns that this argument isn't over. The Decepticons retreat and the Autobots want to follow them, but Spike tells them to forget it -the Decepticons can fly, but they can't. Highbrow reminds everyone that the Decepticons can't get off this planet any more than they can. The Autobots return to the caves, where Brainstorm figures out the process the Decepticons used to modify their guns. And as there are six rebel sharpshooters, and six Autobots, it gives him an idea...

A little later on, Optimus Prime lands on Nebulos. Hardhead greets him and takes him into the caves, and says he wants him to meet some friends of his. Optimus doesn't see anybody new, but the Autobots reveal their weapons can now transform. Kup's Targetmaster, Recoil, transforms and says hi, and tells Optimus he's heard a lot about him.

Blurr says that's not all, as he reveals his Targetmaster: Haywire. Haywire transforms and says he can nail a Decepticreep at 4,000 yards. Pointblank throws his Targetmaster...

...who transforms and says he's Peacemaker. Sureshot's Targetmaster, Spoilsport, then transforms and says there isn't a target that he can't hit. Crosshairs' Targetmaster, Pinpointer, then introduces himself and says he's an even better shot than Spoilsport.

Finally Hot Rod's Targetmaster, Firebolt, introduces himself and says that they are the Targetmasters. Brainstorm also tells Optimus that they're Headmasters too, as he and the other Autobot Headmasters transform. Optimus wonders how all of this happened, but Kup tells him it's a long story, with a couple of hitches in it. Hot Rod says the Decepticons have Headmasters and Targetmasters too, and Brainstorm says they've also got the key. Optimus says they'll get it back.

The Decepticons have returned to the Hive city, but Scourge thinks they're wasting time here. He's told to wait, as Zarak's modifications are nearly finished. The Autobots then arrive, and another battle begins.

As the Autobots have now got Targetmasters of their own, things are a lot more even this time around. Arcee figures out that Scourge has the key, and rams into him.

She gets the key from him and takes it back to Optimus, as all of the other Autobots surround them. Kup tells the Decepticons this time they won't get it back, but then Zarak's voice is heard, telling Kup he is wrong. Everything starts to shake, as the ground rips itself apart...

...revealing a massive Decepticon city. Zarak tells the Autobots to prepare to feel the sting of... Scorponok!


-Some of the Hive members use character models of the Ltihonians, the robots briefly seen at the start of the Transformers movie.

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