Cruising along a road at night, Knock Out listens to a news report about illegal street racing. Switching it off, he pulls up alongside three other cars waiting to race. The driver of one vehicle decides to put a long scratch in Knock Out's paintwork, rousing the Decepticon's ire. After the race starts, Knock Out runs the other driver off the mountain road, informing the stunned human, "You scratch my paint, I scratch yours," before racing off.
Outside the high school, Jack encounters school bully Vince, who mocks Arcee's vehicle mode. Jack and Arcee leave, but while stopped at a traffic light, Jack's called out to by Sierra, who's keen on a ride. Before Jack can answer, Vince pulls up and challenges him to a race. Jack's still thinking about it when the light changes and Arcee takes off, reminding Jack of the rules about abusing their power. Vince catches up with them at the next light and insults Arcee's motorcycle mode, goading her to suspend the rules, just this once. The pair let Vince know they're ready for the race, and Sierra and her friend turn out at an old dirt road to spectate. Arcee's driving abilities far outstrip Vince's, and they win easily, but Arcee turns down Jack's suggestion that they should offer Sierra a lift.
On the Nemesis, Breakdown is buffing the comatose Megatron. Starscream wanders in to check on the patient and wonders aloud where Knock Out's got to. The 'Con himself walks in a few moments later, complaining about the scratch some "skinjob" put in his finish. Starscream is most disapproving that Knock Out's been street racing again, though what really annoys him is Knock Out's failure—and glib refusal—to refer to Starscream as "Lord".
Back at base, Arcee reminds Jack not to tell anyone about the race, but it turns out Miko and Raf already know, having heard about it at school. Jack swears them to secrecy.
At school, Sierra tells Jack she was impressed with the outcome of the race, but Vince challenges Jack to race again, this time at the circuit. Jack's compelled to agree, but Arcee flatly refuses to race.
Knock Out is out cruising a road somewhere near Jasper, when a speeding street racer car gets his attention, and he heads toward the town.
Jack asks Raf if he can borrow Bumblebee so he can go street racing. Raf isn't so sure (much to Bumblebee's dismay), but Miko and Jack talk him into it. Jack and Bumblebee haul up at the race track, as does Knock Out. As the race begins and Bumblebee and Vince jostle for lead position, Knock Out recognizes Bumblebee and begins chasing the Autobot while firing. Jack finds he has problems overcoming the communications barrier with 'Bee.
Back at base, Miko and Raf are playing a video game when Arcee asks them if they've seen Jack. They attempt to cover for their friend, but Arcee immediately works out what's up, and a short time later, Bumblebee's distress call comes though. She tells Bulkhead and Bumblebee to keep Jack safe, and adds under her breath that they were to guard him until she got her hands on him.
Bumblebee dumps some oil to slow Knock Out down, then ducks under a bridge. At first, it seems they've lost the Decepticon, but Vince hauls in to confront Jack and demand he finish the race. Jack tries to warn Vince of the danger, but Vince's headlights have attracted Knock Out, who grabs the boy, renders him unconscious, drives off. Knock Out contacts Breakdown to announce he's captured Bumblebee's human "friend". Arcee and Bulkhead join Bumblebee, but before Arcee can start a lecture, Jack tells her about Vince, and they head off to mount a rescue.
Optimus Prime walks into the base and wonders where everyone else is. Raf and Miko give him the least convincing replies ever.
The three Autobots track Knock Out to a warehouse area, and Bulkhead and Bumblebee stroll in while Arcee scales a nearby water tower. Bulkhead and Bumblebee are ambushed by Breakdown. Just as Knock Out is wondering where Arcee is, she jumps on top of him. Knock Out decides to bail, but at least has the courtesy to radio Breakdown and let him know. Fortunately, the call distracts Breakdown long enough for Bulkhead to deck him with a street lamp. Knock Out streaks down a road with Arcee in pursuit, but is suddenly sideswiped by Optimus, who knocks him onto the embankment. With the 'Con unable to flee, Optimus rips his door off and retrieves the unconscious Vince. Knock Out is outraged at the damage done to him, but retreats when the rest of the Autobots arrive. Vince finally recovers in Bumblebee on the way back to his car, and Jack spins a story to cover the whole thing.
Starscream is very upset with Knock Out's disobedience. Knock Out assures Starscream that he's learned his lesson and been punished sufficiently, but once again addresses Starscream as 'Commander'. Angered, Starscream informs him that his punishment will be complete when he says so, and gives him more scratches to his finish.
At school again, Sierra asks Jack for a ride, but he turns her down. Arcee, however, is feeling more accommodating—just this once—and soon Jack and Sierra are zooming through town.
- Sumalee Montano as Arcee
- Kevin Michael Richardson as Bulkhead/Fast Willy
- Peter Cullen as Optimus Prime
- Daran Norris as Knock Out
- Adam Baldwin as Breakdown
- Steve Blum as Starscream
- Josh Keaton as Jackson Darby/Starter Guy
- Tania Gunadi as Miko Nakadai
- Andy Pessoa as Rafael Esquivel
- Brad Raider as Vince
Arcee: Uh, Jack? A lady's vital stats are her own business.
- Arcee doesn't want Jack bragging about the different aspects of her body.
Arcee: Winning isn't enough Jack. You want to make him cry.
- Arcee to Jack about making Vince lose in a race.
Knock Out: No worries, Herr Kommandant.
Starscream: It is 'Lord' to you.
Knock Out: Only if Megatron takes a nosedive.
Starscream: The day our master emerges from stasis, I will graciously relinquish the title. But I believe that outcome is unlikely. Something to do with the quality of medical care around here. So continue buffing. We do want Megatron looking his best for the memorial.
(Starscream leaves the room)
Knock Out: Buff this!
- Knock Out and his impression on Starscream.
Arcee: Have you guys seen Jack?
Miko: ...not since we last saw him.
Arcee: They're racing, aren't they?
Raf: Just this once.
Arcee: Did you know about this?
Bulkhead: No. Maybe. A little.
— Miko is a better liar to Arcee than Bulkhead could be.
Arcee: Bee, do not engage. Your first priority is to keep Jack safe. Until I get my hands on him.
— Arcee is one scary robot guardian.
Raf: We should just tell Optimus the truth.
Miko: Absolutely not! We made a deal. Just act completely normal.
Optimus: Raf, Miko, do either of you know where the others have gone?
Miko: Why, no, sir. We do not know.
Raf: Miko is correct. We do not know.
Miko: Why would we know?
- Raf and Miko try their best but Optimus sees their play.
Knock Out: Do you know how hard that is to replace!
- Knock Out to Optimus Prime.
Starscream: Knock Out! Was I not clear? You have defied my orders yet again!
Knock Out: My mistake, Commander Starscream. But, I've learned my lesson... and paid the price.
Starscream: It. Is. LORD! And you have paid when I say you have paid! [extends a sharpened finger] Do not worry, your punishment shall be merely... cosmetic.
Knock Out: No, not the finish. Anything but the finish! (Starscream begins to scratch Knock Out's paint job offscreen) NNOOOOOOOOO!!!
Commander LORD Starscream reminds Knock Out where he stands.
- Knock Out calls Fast Willy a "skinjob," a derogatory slang term used to refer to the human-like Cylons in the 2004 re-imagining of Battlestar Galactica, itself an homage to Blade Runner.
- Vince refers to Jack as "Ponch", a motorcycle-based reference to Erik Estrada's cycle-riding cop character from CHiPs.
- Knock Out calls Starscream "Herr Kommandant", a reference to Hogan's Heroes.
- "Drucker's Ranch" is presumably a reference to Steve Drucker, longtime Hasbro creative person.
- During the whole scene where Knock Out crashes Fast Willy, we can see that Knock Out's rims are red and silver instead of his yellow rims, after that they are back to their usual color.
- Sierra and her friend hold their books back-to-front.
- When Jack and Arcee stop at the second traffic light, Arcee's front wheel is shown not moving at all, as if it were sliding on the asphalt instead of spinning.
- When Arcee and Jack drive along the street (while debating Jack's decision to accept Vince's second challenge), all the traffic lights are shown as if they were upside down; red lights are in the place of green lights and vice versa.
- Vince challenges Jack to a race on a "dirt road", but the road they race on is sealed and marked.
- Like in the previous episode, the clear parts of Arcee's chest are pink.
- While Knock Out drives away (after kidnapping Vince), and Jack turns to talk to Bumblebee, the former's rear-lights are white instead of red.
- Simply driving on oil, or bumping into another car, would not make any car instantly spin out, despite what decades of television and movies say.
- Despite school just getting out, when Jack, Vince, and Sierra are talking, the roads are empty.
- This is the first episode to premiere on a Saturday.
- Several of the other street racing cars in this episode are simply recolored variations of Bumblebee and Cliffjumper's alternate modes (sans horns in the case of the latter). Hello, easy redecoes!
- At least two of said cars never actually leave the starting line once the race begins.
- Sierra's friend continues to remain nameless, despite having appeared in more episodes than Sierra herself at this point. This girl really needs to introduce herself!
- Bumblebee's license plate is 936 SOH.
- In point-of-fact, it may have been better for Knock Out to stay with Breakdown rather than leave, seeing as he lost a door in addition to a nasty scratch.
- Adaptations of this episode include a prose version as part of Bulkhead's Biggest Battle.
Main Article: Speed Metal Gallery