The Cybertrons and Destrons were in a great war, which left their home world depleted of energy. The Cybertrons headed into space to look for new energy sources, but they were followed and attacked by the Destrons. Both sides ended up crashing on Earth, and millions of years later, their war resumed. The Destrons gained a powerful new warrior in the form of Devastor -who consisted of 6 individual Transformers who could combine into one super robot. To counter this, the Cybertrons begin building Scramble City, a strategic base to give birth to combiner warriors who would be far stronger than Devastor. Ultra Magnus is in charge of this project.

At the Destron's base, Soundwave reports a change in the magnetic field at a certain point, so Megatron has him send in some of his cassettes to check it out. Soundwave deploys Jaguar, Condor and Ratbat, who arrive at the point and are attacked by Broadcast and a couple of his cassettes. As they fight, Ratbat manages to get inside the base, and reports his findings back to the Destrons. Believing Scramble City to be a battle fortress, Megatron wants it destroyed immediately. Starscream, Thundercracker and Skywarp heads towards it, along with the Buildrons. Before they can get to Scramble City, they are intercepted by some of the Cybertrons, led by Convoy.

The Buildrons unite and transform into Devastor. But Ultra Magnus sends out the Airbots, who shoot down Devastor. Starscream and the other Destrons retreat, infuriating Megatron. Megatron decides to send in the Stuntrons instead. The Stuntrons arrive and engage the Airbots, but the Airbots reveal they can unite, and form the super robot, Superion! However the Stuntrons can also transform, and they merge into their own super robot form: Menasor. The two super robots start fighting, and both use "scramble power" -where their limbs can pop off and reattach in different configurations.

However, due to a mix up by Firebolt, Superion loses a leg, and Menasor fires one of his arms at him. His arm attaches to Superion's leg, and immobilizes him. Convoy shoots it off and Firebolt reattaches, and manages to defeat Menasor. But then, the Combatrons arrive, and they transform and unite into Bruticus. Bruticus helps Menasor back up, and the two quickly turn the tables on Superion.

Scramble City is completed, and rolls out along with Ultra Magnus and the Protectobots. The group arrive at the battle, and the Protectobots unite into Guardian. But it turns out he's not needed, as Scramble City transforms into a super colossal robot called Metroflex. He fires a single shot that blows both Bruticus and Menasor away!

Convoy thanks Ultra Magnus, but the Cybertrons then see an explosion out at sea. Out of the ocean comes the Destron's greatest weapon, Dinosaurer! Dinosaurer's eyes glow, and he then roars. The Destron's super colossal robot, Dinosaurer, versus the Cybertron's super colossal robot, Metroflex! As Metroflex's eyes glow, a new battle is about to begin...

Notes

-This episode was Japan's first exclusive piece of Transformers animation, released straight to video. No official English dub exists for it.

-The first few minutes of this episode have a recap of how the Transformers arrived on Earth, and how much of a threat Devastor is. The clips used are taken from the first part of More Than Meets the Eye, along with The Master Builders.

-This is the only episode that Carly and Chip appear in together -they are briefly seen working on Scramble City in non-speaking cameo roles. This is also Chip's final appearance in the series, he does not appear in the third season for unknown reasons.

-For some, this episode marked the first appearances of characters like the Airbots, Stuntrons etc -it was released before episodes like The Key to Vector Sigma and Starscream's Brigade aired in Japan.

-Most of the music is reused from the American version of the show, however there is one new piece of music which seems to have been composed specifically for Scramble City -it can be heard when the Combatrons appear, and then again when Dinosaurer rises out of the sea.

-Metroflex's character model is different to the one used in the show's third season, and is more accurate to the toy. The most notable difference is that he has separate eyes in Scramble City.

-Dinosaurer also has some differences, again, the most notable difference is with his eyes -he has glowing red eyes in Scramble City, whilst in the third seasons, his eyes can't be seen at all.

-Whilst this episode ends on a cliffhanger, no sequel was made. There was some confusion with fans back in the day, believing that this was "Scramble City 2", but it's actually a retelling of this episode.

-In the Japanese version of the fourth part of Five Faces of Darkness, some additional dialogue was added during the scene where Dinosaurer makes his debut. The narrator states that Dinosaurer has been revived, referencing his appearance (and apparent defeat) in Scramble City.