The Decepticons, intent on completing the Star Saber, invade the Autobot's base.
Original American Air Date: Friday November 29, 2002
Characters (in order of appearance): Rad, Carlos, Alexis, Billy, Fred, Megatron, Cyclonus, Demolishor, Starscream, Sonar, Hot Shot, Red Alert, Optimus Prime, Smokescreen, Sureshock, Sparkplug, Jetstorm, Runway, Leader-1,
Patrolling the skies, Cyclonus searches for the location of the Autobot's base, which the Mini-Con Sonar was able to determine the general area of. Demolishor is surprised that Megatron can understand the Mini-Con's language. Cylonus finds the base and Megatron, having gained another advantage, has a hearty laugh.
Within the base, Alexis, Carlos and Rad show the Autobot base to Bill and Fred. But before they two can be shown around, Alexis, Carlos, and Rad hear the alarm and rush to the control room, abandoning their friends. Billy has the brilliant idea for himself and Fred to explore. Meanwhile, Optimus notes that a warp gate has opened within the Autobot base.
Megatron and the Decepticons, along with Sonar arrive in the Autobot base and are soon caught on security cameras. Red Alert activates some defense devices built into the base by Red Alert. Billy, hopelessly lost as Fred predicted they would be concedes that his navigational skills have failed him. The Decepticons walk by, not noticing the humans, and come under attack from the defense lasers, unwittingly putting the two humans into danger. Optimus characteristically orders a ceasefire, and Megatron assumes it must be a system malfunction, pressing forward.
Red Alert determines that the Decepticon's are tracking the two Star Saber Mini-Cons panels, and Hot Shot eagerly rushes to confront the Decepticons. Optimus takes the panels elsewhere, drawing the Decepticons away from the control room. Alexis then uses the room's computer to track the movements of Billy and Fred.
Hot Shot, on his own, attacks the Decepticons, but Megatron uses his antlers to grab Hot Shot's head and suspend the Autobot in the air and then tossing him aside. The other Autobots arrive and Smokescreen activates a screen - of smoke, to allow the Autobots to fall back into a separate chamber. By the time they blast through the door, they only see Hot Shot drive away.
The Autobots use the chase to separate each member of the Decepticons. Smokescreen is able to lasso Demolishor. Red Alert baits Smokescreen into a hall of mirrors, his reflected taunts leading Starscream into a trap pit.
The three friendly human kids find their two jerky peers, and Cyclobutt/Cyclonapuss finds the five kids. The Decepticon intends to capture and ransom them for the Mini-Cons, but they use the Autobot's warp room to teleport Cyclonus to someplace far away.
Megatron, the only Decepticon left, is double-teamed by Optimus and Hot Shot. But the skirmish leads to Megatron holding his canon right up to Hot Shot's face. Sonar awakens his brethren, and Megatron seizes the Star Saber. But soon as he holds his new weapon in the air, Optimus blasts it out of Megatron's hands, directly into the hands of Hot Shot.
Megatron links with Leader-1, and offers Hot Shot on last chance to reconsider his sides, which Hot Shot refuses. Megatron opens fire. The torrent of firepower blows back Hot Shot, but the coaching of his human friends gives Hot Shot the inspiration Hot Shot needs to use the Star Saber to resist Megatron's gunfire. After Hot Shot gets close enough to slice off one of Megatron's antlers, the Decepticon leader orders an immediate withdrawal.
Optimus lets Hot Shot be the possessor of the Star Saber, and the children laugh at this victory. While on the moon, Megatron wishes revenge so hard it hurts.
Hot Shot: "Man, that laugh of yours is really annoying. We take trespassing very seriously around here. So I suggest you all better leave, right now."
Megatron: "Try and make us, if you dare."
Hot Shot: "Hey, it's a touch job, but, uh, somebody's gotta do it."
Megatron: "Yes, this is more like it, I'm going to pixelate every one of you Autobots."
Optimus: "He's out of control."
Megatron: "Now you will do as I say, hand over all your Mini-Cons to me, or I'll have no choice but to re-format your friend's memory bank."
Hot Shot: "For the last time: Access denied."
- After failing to transform in the corridor, Cyclonus is colored like Demolishor.
- After being blasted by Megatron and Leader-1, Hot Shot's visor is briefly miscolored yellow instead of black.