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At another battle for a Mini-Con panel, Megatron schemes to have the Star Saber handed to him.
Major Characters (in order of appearance): Optimus Prime, Sparkplug, Longarm, Smokescreen, Liftor, Hot Shot, Jolt, Red Alert, Rad, Carlos, Billy, Fred, Alexis, Starscream, Street Speed Mini-Con Team, Buzzsaw, Dualor, Swindle, Rollbar, Cyclonus, Megatron, Demolishor, Air Defense Mini-Con Team, Scavenger, Sideways, Leader-1, Blackout,
North American air date: January 10, 2003
The Decepticons are enjoying their recent success. Starscream casually provokes Demolishor into attacking, and then tauntingly holds the tank off with the Star Saber. Starscream walks away, laughing, while Scavenger, characteristically observing events from a distance, predicts that Starscream's arrogance will cause the faction's eventual failure.
In the Autobot base, things are looking down. Billy and Fred unintentionally lay the blame with Hot Shot. Later, when a repaired Hot Shot is watching the sunset, Hot Shot's moping is interrupted by the five kids making really, really, stupid faces. This display of crazy expression cheers the Autobot up. As soon as he's regained his enthusiasm, Hot Shot is called to go on another mission.
In thick foliage, the Autobots and Decepticons all split up to search for the Mini-Con. Demolishor and Starscream again prepare to clash but Megatron puts his underlings back in line. Once the other Decepticons leave, Megatron instructs Leader-1 to put "the plan" in motion.
While considering his own ambitions, Starscream comes under attack from laser fire, which is heard by everybody else. Starscream, not seeing his assailant, displays his power by slashing a tree, and then almost accidentally attacks the other Decepticons.
Hot Shot runs into Sideways, who transforms and drives away. Hot Shot chases after the traitor, and heads right into Scavenger, who taunts Hot Shot while dodging Hot Shot's attacks with ease.
Optimus, Smokescreen, Red Alert, Cyclonus, Starscream, and Demolishor engage in an open firefight. Starscream comes under fire from Leader-1 once again and, unable to see the tiny Mini-Con, again almost accidentally slices Demolishor. Megatron, however, is able to leap out and block the slash. The Decepticons enquire as to why Starscream is attacking his comrades, and eventually it's agreed that Megatron should hold the Star Saber.
Laserbeak, remote piloted by the kids, finds the Mini-Con panel. At the same time, Demolishor's Mini-Con also finds the panel. The Autobots and Decepticons engage each other once more, and Optimus forms his Super mode. Sideways and Hot Shot again race each other. By recalling what Scavenger said earlier, Hot Shot is able to defeat the motorbike. Back at the battle, Scavenger grabs onto the Mini-Con panel and the Decepticons return to base.
At the Decepticon base, the Mini-Con resonates with the other yellow Mini-Con panel. Scavenger then announces that his time with the Decepticons is over. He soon arrives at the Autobot base, and Optimus orders Red Alert to let the Decepticon inside. Shaking hands with Optimus, Scavenger reveals that his entire time on the Decepticons was as an Autobot spy.
Scavenger: "What an arrogant cretin. I bet he's going to be the one that causes the downfall of the Decepticons..."
Demolishor: "Would you get with the program, Starscream? You're really starting to bug my system."
Starscream: "Process this: You're finished!"
Scavenger: "How you made it this far I'll never know, but I think you owe Optimus a lot of gratitude."
Cyclonus: "You dented my armor, you creep! I don't have to hang around and take this, smash you later!"
Starscream: "You saved me?"
Demolishor: "Don't flatter yourself, It was the Star Saber that I saved. Now let's blast these Autobots!"
Starscream: "I'm gonna hack you into Matrix!"
Megatron: "I'm fine, that is, long as I know that you are all right. I did it for you."
Demolishor: "Oh, Megatron sir."
Megatron: "If you want me to, I will take the Star Saber. I only want what's best for the Decepticons. I promise I'll keep well hidden until my wounds heal."
Scavenger: "You must first know yourself, only then will you have a chance at defeating your opponent."
Sideways: "Let's not jump the firewall here."
Hot Shot: "Bet ya wish you had a seatbelt now, huh? Ha ha!"
Cyclonus: "Oooooh, somebody grab it! I'm getting nervous with him standing right behind me!"
Hot Shot: "Sideways, this time you won't get away from me."
Sideways: "You're spinning your wheels if you think you can keep up with me. I'm ready whenever you are, turbo nerd!"
Hot Shot: "Transform!"
Sideways: "Transform! (takes off in vehicle mode with Hot Shot in pursuit) Like I told ya, you should quit while I'm ahead!"
Hot Shot: "Not a chance, two-wheeler!"
Sideways: "Go park yourself, Hot Shot! The open road is no place for a screvved-up scrapheap like you!"
Megatron: "Scavenger, where will you go?"
Scavenger: "Does your wound still cause you pain?"
Scavenger: "It's amazing how fast you've healed..."
- Megatron receiving the Star Saber from Starscream - as it happens, Megatron is the only other Decepticon at this time whose toy has hands capable of holding the sword.
- Optimus mistakenly refers to his Mini-Con as Jolt.
- When zooming into Megatron's face after warning Starscream about the sword, his optics are orange. Usually, they're red.
- When Red Alert and Smokescreen are battling Starscream, Smokescreen's rope changes. First it's rope, then glowing, then rope again, then glowing again.
- When Cyclonus mentions how easy it was to get so many Mini-cons with the Star Saber, there is a shot of several Mini-cons. Among them is Spiral, a Mini-con that the Autobots rescued two episodes ago.
- In some shots after Megatron orders Starscream to give Star Saber to him, Sideways is shown with helmet that he had when he was been Autobot.
- After some moments the kids cheer Hotshot up using jokes, Hotshot black helmet is colored yellow and yet almost impossible to be seen