Springer says Kup and Hot Rod just bought it, but Ultra Magnus says he can't deal with that now. The Decepticons turn their attention to the remaining Autobot shuttle, firing multiple missiles at it. Springer tells Magnus to face it: the Decepticons are going to dog them until they see them dead. Magnus says then that's exactly what they're going to see, and tells everyone to prepare for emergency separation. Perceptor warns that's too dangerous, but Magnus says what choice do they have?

The separation sequence is activated, as the front part of the shuttle detaches from the rest of it. Galvatron fires another volley of missiles, which hit the back end of the shuttle and destroy it.

Cyclonus reports that the Autobots have been terminated. Galvatron is pleased, and says the Matrix has been destroyed with them. But he is suddenly tortured by Unicron, and doesn't know why. He tells Scourge to take him to Unicron.

The Autobots fly on, with the Decepticons no longer following them. Arcee asks if they had to let Magnus detonate three quarters of the ship, but Springer says seeing how the Decepticons would have detonated four quarters, he thinks it was a good choice. Arcee wonders how they'll get to Cybertron in this wreck, so Magus asks Perceptor to locate a place for them to set down to make some repairs.

Perceptor starts to drone on about how gamma waves in this sector of space create navigational problems, but after seeing everyone's expressions, he says he can do it. He finds that Planet of Junk is in this vicinity, so the Autobots fly towards it.

Hot Rod finds himself underwater, under attack from some robotic fish. He changes one of his hands to a buzzsaw and cuts himself free, whilst also slicing up a few of the fish. He then hears Kup calling out for help, so he transforms and heads towards him.

He finds that Kup has been grabbed by a giant robot squid, so he starts to fight it. The squid releases Kup and turns its attention to Hot Rod, but after Hot Rod shoots one of its eyes out, it backs off.

Hot Rod finds Kup, and also finds he's been badly damaged -one of his arms and legs have come off. Kup tells him to fix him, so Hot Rod collects the missing limbs, and then takes Kup up to dry land.

Meanwhile, the other Autobots arrive at the Planet of Junk. With no way to properly control the shuttle, they make a crash landing. The damaged shuttle comes to a stop on the planet.

As everyone gets up, Ultra Magnus says they'll have to see if they can salvage the shuttle, and takes out a welding tool. Daniel asks if he can help, and Arcee brings out an exo suit of Spike's. Daniel is familiar with it, as his dad had told him about it. Springer puts him into the exo suit, and Arcee tells him to try to walk.

Daniel initially struggles and falls over, but eventually manages to do a somersault. Magnus says show time's over -they've got work to do.

They head outside and take a look around. Daniel thinks this is the junk capital of the universe, and there doesn't seem to be anyone around. As the Autobots start looking for things to use, some of the planet's inhabitants -the Junkions -burst out and monitor them. Their leader, Wreck-Gar, says he has no welcome wagon for them -offer expires while you wait... operators are standing by.

Hot Rod finishes repairing Kup. Kup thinks he left a piece out, but then says all things considered, he did an amazing job. He says they should now find the Dinobots, and then get off this twisted planet. The two transform and drive off.

They come up to a lake, but several robots walk out of it, and approach them. Hot Rod is about to shoot, but Kup tells him not to act so hostile. He says he'll use the "universal greeting", and have these guys eating out of his hand.

"Bah-weep-Graaaaagnah wheep ni ni bong!"

The robots repeat the universal greeting, so Kup tells Hot Rod to offer them an energon goodie. The robots rush them, each wanting a bit of energon.

They eat the energon goodies, but Kup and Hot Rod run out of them. When they tell the robots this, they suddenly transform...

...and attack them! The two Autobots end up being taken prisoner, and are led away. As they are, another Autobot appears, and sees where the two have been taken. Inside, Kup says this place reminds him of the Nitith slave mine on Galganas 7. Hot Rod thinks every place reminds him of some place else. Kup thinks it's experience, he should learn to appreciate it.

Hot Rod doesn't think its done them a lot of good so far. The two are taken into an execution chamber, where some beings known as Quintessons are holding a trial. A Quintesson asks if the judge has reached a verdict. The judge says he has: innocent. The accused, Arblus, is sentenced to death via the Sharkticons.

Arblus is dropped into the Sharkticon pool, and is torn apart. Hot Rod and Kup and shoved into a cell, and their restraints disappear. Hot Rod wonders what this place is, and someone tells him it is the world of the savage Sharkticons and their cruel masters, the Quintessons. The two see that in the cell next to theirs is Kranix, who explains that his world was destroyed by Unicron.

He tells them that Unicron is a planet that devours everything in its path. The Autobots realize Unicron is the thing that attacked the Moonbases, but then some Quintessons storm in and drag Kranix out. Hot Rod tries to stop them, but when he touches the cell bars, he gets shocked.

He and Kup watch as Kranix is put on trial. The Quintessons again judge him as innocent, so Kranix gets dropped into the pool.

The Sharkticons move in on him, as Kup says that isn't the end he'd wish for. Elsewhere on the planet, the Dinobots are trying to find Hot Rod and Kup. Swoop transforms and lands, and says he couldn't see them.

Grimlock is positive Hot Rod and Kup are close, but Slag thinks he's full of beryllium baloney. Grimlock thinks Slag is full of cesium salami, prompting the two to nearly fight each other. But they then hear a voice telling them for friends find, look behind. Nearby, a small Autobot comes running towards them.

The Autobot, Wheelie, jumps onto Sludge's head, and says they're looking the wrong way -they're fools, he say. Grimlock decides he doesn't like Wheelie, and smacks him down, Wheelie responds by using a catapult...

...to hit Grimlock's nose. Grimlock asks why he did that, so Wheelie say find friends today. Grimlock say they're on their way.

In space, the Decepticons return to Unicron. Galvatron demands to know why Unicron tortured him earlier, and Unicron tells him he failed. Galvatron tells him Ultra Magnus is dead, and the Matrix destroyed. Unicron tells him the Matrix has not been destroyed, and Ultra Magnus lives... on the Planet of Junk. He tells Galvatron to stalk the Autobot, tear him apart, and destroy the Matrix. The Decepticons fly off to the Planet of Junk.

On the Planet of Junk, the Autobots are busy making repairs to their shuttle. Wreck-Gar and the Junkions are about to attack, but then stop when they notice they have more visitors approaching: Decepticons!

The Autobots also see the Decepticons, so Magnus tells everyone to draw them away from the shuttle, then come back. They move out, but the first thing the Decepticons do is fire on the shuttle, completely destroying it. They then start firing at the Autobots.

Arcee and Blurr transform, whilst Daniel asks what he should do. Blurr tells him to transform, so he tries it, but is stopped by Scavenger and Shrapnel. As they move in, Daniel is able to successfully transform his exo suit to its vehicle mode, and drives through the two Decepticons.

Ultra Magnus tells everyone to make a break for cover, whilst he tries to unleash the power of the Matrix. The Autobots hide, and Magnus shoots the ceiling, causing debris to fall down and block off the entrance to the hole they're hiding in. He then takes out the Matrix, and attempts to open it.

As Galvatron and Cyclonus approach, Magnus can't open the Matrix. Prime had told him it would light their darkest hour... Galvatron tells him that he wants the Matrix. Magnus refuses to give it to him, so Galvatron orders the Sweeps to terminate him.

The Sweeps open fire on Magnus, and he is blown apart by their lasers. Galvatron catches the Matrix, and says that with this, he will make Unicron, his "master", his slave.

Meanwhile, Hot Rod and Kup are now standing trial. The two Autobots are trying to transform, but can't. One of the Quintessons tells them to be silent, or they'll be held in contempt of this court. Hot Rod tells him he has nothing but contempt for this court. The judge says he finds them innocent...

...and they are dropped into the Sharkticon pool. As they fall, their restraints disappear. They hit the water and dive down, and Kup suggests they hold a demolition derby.

The Sharkticons follow them down, but the two Autobots transform and start driving around the walls of the pool rapidly, causing the Sharkticon to get swept away. They then drive out of the pool.

The Sharkticons follow them, but Kup and Hot Rod start driving through them. They transform and Hot Rod says they didn't even bend a fender. Kup points out that there are still a lot more Sharkticons to deal with, so they resume fighting.

They continue beating up the Sharkticons, but are in danger of being overwhelmed. A Quintesson tells the Sharkticons to execute the Autobots, but then a door is pushed down onto him: the Dinobots and Wheelie have arrived.

The Dinobots are too much for the Sharkticons to deal with, and they soon bow down and surrender. Hot Rod says he'd never thought he'd be so happy to see these big bozos, but Grimlock states he's not a bozo -he's king! A Quintesson judge then orders the Sharkticons to execute the Autobots.

The Sharkticons reveal they can transform, and do so. They don't obey their master's orders, and instead look at each other. Grimlock tells them he thinks they should execute the Quintessons, and they decide to turn on their masters.

As the Sharkticons rush up towards the Quintessons, Kup says he thinks the problems on this planet will be solved very shortly. Hot Rod asks about their problems -they need a ship. Wheelie says they'll get a ship, if he gets a trip. Grimlock tells him this guy is Wheelie, a friend. Hot Rod says he'll be his friend too, if he can find a ship. Wheelie points out where a ship is.

They look, and Kup is surprised that that thing is a ship. Hot Rod's says who cares -as long as it flies.

On the Planet of Junk, the Decepticons have left, and the remaining Autobots come across the remains of Ultra Magnus. As they wonder what to do, they are suddenly attacked by the Junkions, who reveal that they can transform into bikes. The Autobots flee, and the Junkions chase after them.

The Junkions go down easily, but as Springer points out, getting them to stay down is a lot more difficult. The Junkions get smashed up, but are able to get up and repair themselves very quickly. And more and more of them keep appearing.

Wreck-Gar gets into a fight with Springer, and knocks him back. He goes to hit him again with his axe, but Springer transforms to his car mode to get away. Wreck-Gar keeps at him and breaks his sword, but before he can strike again, he gets hit on the head with a girder.

It's Daniel who saved Springer's day. Just then, everyone stops fighting when they notice a large ship in the sky, which comes in to land on the planet.

Hot Rod's group step out, and Kup points his gun at the Junkions. Hot Rod stops him from firing, as guns aren't exactly very friendly. Kup says the Junkions don't look friendly either. Hot Rod decides to try the universal greeting with them.

Thankfully, Wreck-Gar understands it, as do all of the other Junkions. The Autobots celebrate with their new allies.

Wreck-Gar tells everyone to have a nice day, close cover before striking, friends! Breep drit, aw rootie -so say the Junkions! Hot Rod asks him where he learnt to talk like that, and Wreck-Gar pulls out a portable TV and tells him from that -they talk TV. Wreck-Gar then says they'll have their smashed up friend like new, with a 90 day warranty!

NOTES

-The Quintessons are introduced in this movie. They were originally meant to have bigger roles in earlier versions, such as being inhabitants/operators of Unicron. In the finalized version of the film they just appear to be a bad species who kill others for fun, but the third season of the TV show expands their role quite a bit.

-Kup claiming that Hot Rod "left a piece out" when he fixed him was originally meant to pay off later, during the scene where the two are dumped into the Sharkticon pool. In an earlier script, Kup realizes that the missing piece has made him double jointed, and he is able to remove his restraint, and then shoots Hot Rod's off. The finalized film changed this so the restraints simply vanish as the two Autobots fall.