The Decepticons, intent on completing the Star Saber, invade the Autobot base.
Patrolling the skies, Cyclonus searches for the exact position of the Autobot base, for which the Mini-Con Sonar was able to determine the general location. Demolishor is surprised that Megatron can understand the Mini-Cons' language. Cylonus finds the base, and Megatron, having gained another advantage, has a hearty laugh.
Within the Autobot base, Alexis, Carlos and Rad start to give Billy and Fred the grand tour. But before the two can be shown around, an alarm goes off, and Alexis, Carlos, and Rad 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 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 Hot Shot. 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 and presses 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 Billy and Fred's movements.
Hot Shot, on his own, attacks the Decepticons, but Megatron uses his antlers to grab Hot Shot's head, suspend the Autobot in the air, and then toss him aside. The other Autobots arrive, and Smokescreen activates a screen—of smoke!—to allow them 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 isolate each member of the Decepticons from the rest. 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 all five of tem. The Decepticon intends to capture and ransom them for the Mini-Cons, but they use the Autobots' 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 cannon right up to Hot Shot's face. Sonar awakens his brethren, and Megatron seizes the Star Saber. But just as he holds his new weapon in the air, Optimus blasts it out of Megatron's hands, directly into Hot Shot's.
Megatron links with Leader-1 and offers Hot Shot one last chance to reconsider his side, which Hot Shot refuses. Megatron opens fire. The torrent of energy blasts blows back Hot Shot, but the coaching of his human friends gives him the inspiration he 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?"
Billy: "Hey, you got me."
Fred: "You see? It's happening again. We're lost. I'm hungry. And I want to go home. Why does this always happen to us?"
Fred: "Go on. Say it."
Billy: "Uhh...OKAY! I don't have any idea where we are!"
Fred: "I knew you'd say that."
Billy: "Well, at least things can't get any worse than this, I guess."
- —Fred proves to be far better at predicting the future than Billy, right before the Decepticons find them.
- —Billy, before running away.
"Maybe they ran out of ammo."
"Lasers don't run out of ammo!"
- —Cyclonus and Starscream trade ideas on why the automatic defenses have stopped shooting.
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 tough job, but, uh, somebody's gotta do it."
- —Hot Shot fails to intimidate Megatron.
"Try and download THIS!"
- —Hot Shot risks attacking Megatron with a bad computer pun.
Fred: "That's Cyclonapus!"
Cyclonus: "It's Cyclonus!"
Billy: "...Thanks for clearing that up, mister."
Fred: "You have a nice day!"
- —Billy, Fred, and Cyclonus in a rare purposeful Armada name mix-up
"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 gets his friends to hide in the warp gate room, and Cyclonus gets to be mean.
"Time for a SYSTEM CRASH!"
- —Lame computer pun #2 from Hot Shot as he tackles Megatron
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: "You... won't get anything from me!"
Megatron: "Then I'll have to execute your program."
- —Megatron gets computer-pun vengeance on Optimus Prime and Hot Shot.
"For the last time: Access denied."
- —Hot Shot tries something different for rejecting Megatron's offer of allegiance: a computer pun!
Animation and/or technical glitches
- During the close up of Sonar sitting upon Megatron's arm, Megatron's entire arm is miscolored red.
- When Runway and Jetstorm react to Sonar's proximity by projecting an image of the Star Saber, Carlos reacts to it by saying "Hey! The Autobots shut off the force field! Follow me, you guys!" This is presumably an error, as there was no force field present.
- After Megatron warps into the Autobot base and instructs Sonar to find his partners, one of Sonar's chest panels is miscolored 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! As his Japanese name is "Grap", this probably wasn't an intentional bit.