The Decepticons, intent on completing the Star Saber, invade the Autobot base.
Patrolling the skies, Cyclonus searches for the location of the Autobot 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 Billy and Fred. But before they two can be shown around, Alexis, Carlos, and Rad hear the alarm and 8rush 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 Decepticons are tracking the Mini-con storage panels containing the other two Star Saber Mini-Cons, and Hot Shot eagerly rushes to confront them. 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 the Decepticons 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 Starscream into a hall of mirrors, his reflected taunts leading the seeker into a trap pit.
The three friendly human kids find their two jerky peers, and Cyclonus finds the five kids. The Decepticon intends to capture and ransom them for the Mini-Cons, but they use the Autobot's warp gate 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 keep possession of the Star Saber, and the children celebrate this victory. On the moon, Megatron wishes revenge so hard it hurts.
Original airdate: Friday November 29, 2002 (North America)
Written by: ???
(Numbers indicate order of appearance.)
"I'm really not a big fan of surprises, you guys!"
- -- Fred
"Where are we, Billy?"
"Hey, you got me."
"You see? Its happening again. We're lost. I'm hungry. And I want to go home. Why does this always happen to us?"
"Go on. Say it."
"Uhh... OKAY! I don't have any idea where we are!"
"I knew you'd say that."
"Well, at least things can't get anyworse than this, I guess."
- -- Fred and Billy, right before the Decepticons walk into the area where they are hiding.
"It's... it's... MEGAFROG!"
- -- Billy, before running away.
"Maybe they ran out of ammo."
"Laser don't run out of ammo!"
- -- Cyclonus's guess as to why the defenses stopped shooting and Starcream informing why he's (as always) wrong.
"Man, that laugh of yours is really annoying. We take trespassing very seriously around here. So I suggest you all better leave, right now."
"Try and make us, if you dare."
"Hey, it's a tough job, but, uh, somebody's gotta do it."
- -- Hot Shot and Megatron.
"Try and download THIS!"
- -- A bad computer pun from Hot Shot while attacking Megatron.
"Cyclo-butt!" "That's Cyclonapus!" "It's Cyclonus!" "...Thanks for clearing that up, mister." "You have a nice day!"
- -- Billy, Fred, and Cyclonus
"Hurry, everybody, find a place to hide!" "Hahahaha, now it's time to play! Come out come out wherever you are! No use hiding from me, children; my sensors can detect the heat from your bodies! Or maybe you want to play hide-and-go-squish?"
- -- Rad instructing the other kids to hide in the warp gate room while Cyclonus looks for them.
"Yes, this is more like it, I'm going to pixelate every one of you Autobots."
"He's out of control."
"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."
"You... won't get anything from me!"
"Then I'll have to execute your program."
- -- Some incredibly bad computer puns from Megatron, speaking to Optimus Prime and Hot Shot.
"For the last time: Access denied."
- -- Some more bad computer puns, this time from Hot Shot, rejecting Megatron's offers of alliegence.
"Wh-where am I?"
- -- Cyclonus, after being teleported to somewhere snowy.
Animation and/or technical glitches
- During the close up of Sonar sitting upon Megatron's arm, Megatron's entire arm is mis-coloured red.
- When Runway and Jetstorm react to Sonar's near presence projecting an image of the Star Saber, Carlos reacts to it by saying "Hey! The Autobots shut off the forcefield! Follow me you guys!". This is presumably an error as there was no forcefield present.
- After Megatron warps into the Autobot base and instructs Sonar to find his partners, one of Sonar's chest panels is mis-coloured yellow.
- 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.
- The establishing shot of the Autobot base is the same establishing shot seen in episode 5, "Soldier".
- It is revealed Hot Shot is responsible for the internal defense systems of the Autobot base, which explains a lot.
- Smokescreen activates...a SMOKESCREEN! Being as his Japanese name is "Grap", this probably wasn't an intentional bit.