The Insecticons feed on a source of power which causes them to grow... and will cause them to explode if not cured.
Japanese title: "Insectron Syndrome"
At a park, Jeff, a park ranger has called for help. Spike, Hound, Beachcomber, and Bumblebee respond, driving along a rocky road (and Bumblebee is especially having trouble). The ranger shows the Autobots some trees that appeared to have been chewed on by something. Beachcomber quickly realizes that something did chew on the trees, but not by an animal — it was the Insecticons. Meanwhile, the Insecticons are hiding in their current lair/hive/base thingy. They complain that the trees didn't fill them up the way that they wanted to, so the Insecticons decide to go feast on some redwoods. Meanwhile, Jeff is having trouble accepting the possibility of giant robotic insects (even though he's taking to a trio of giant robotic cars). Suddenly, another ranger calls him, saying he's seeing giant robotic insects. The Autobots proceed to roll out.
Meanwhile, the Decepticons are searching for their Insecticon "allies". Megatron has come up with a plan that will require their unique abilities. As Soundwave spots the Autobots, Megatron takes it as a chance to observe them in action. As the other ranger barely dodges a falling tree, the Autobots arrive. The Autobots and Insecticons throw down, until the Insecticons push a log down a hill that nearly crushes the Autobots. Our heroes jump into a river to avoid death, but they then fall over a waterfall...at least, that's what the Insecticons believe, for Hound used his holograms to make it appear that the Autobots and humans fell over. After that, Megatron and the Decepticons arrive. He explains that he intends to attack Iron Mountain, a human military base, but offers the Insecticons to gorge themselves at the Nova Power Plant if they help them. Overhearing this, the Autobots contact the base.
Receiving their signal, Optimus Prime leads a strike force to the Nova Power Plant. Unfortunately, the Decepticons are already there. The Seekers quickly down the helicopters the humans have to defend the base, while Megs, Soundwave, Laserbeak and Buzzsaw go to stop the Autobots. The Insecticons reach the Nova Power Core, which they proceed to drain. However, the protons within the core cause them to grow in size, making them as large as Optimus Prime and Megatron. The Insecticons then plan to utilize their powerful forms to usurp Megatron. Soundwave overhears what is happening, but Bombshell implants him with a cerebro-shell, taking control of him. The Insecticons proceed to kick the slag out of Ironhide and Wheeljack, and the Autobots are forced to retreat with their fallen comrades. Megatron is pleased with the Insecticons' new power, unaware that the Insecticons plan to betray him.
At the base, the Autobots use Teletraan I to calculate what will happen to the Insecticons. It says that the energy from the Power Core will cause the Insecticons to explode unless something is done. However, the Autobots receive a distress signal from Iron Mountain, where the Decepticons are attacking. If the Insecticons explode there, they'll kill everyone there. Ratchet and Wheeljack quickly work on an antidote.
At Iron Mountain, the Decepticons attack. However, the human defenses are surprisingly advanced for simple flesh creatures. Finally, Shrapnel takes control of the human weapons, causing them to attack the base. The Autobots arrive, but are quickly buried in rubble by the Insecticons. Entering the base, Soundwave manages to access the computer. Megatron declares that it's time to eliminate the Insecticons, only to discover that his army has been taken over by the Insecticons. Starscream then realizes that the Insecticons has bugged the rest of the Decepticons with Bombshell's cerebro-shells, and ends up being bugged by Bombshell after the latter confirms it. Bombshell then fires another shell at Megatron, but he manages to grab it and destroy it. Having finally dug themselves out, the Autobots explain the explosive situation to Megatron. Fortunately, Ratchet and Wheeljack have arrived with an antidote. Having no other choice, Megatron decides to ally with the Autobots in order to inject the cure to the Insecticons so that can have payback against them and regain control of the Decepticons.
Heading into Iron Mountain, the Insecticons begin to reach critical mass, and will explode at any minute. As Megatron transforms into gun mode for Optimus to use, the Autobot leader uses the Decepticon leader to fire the antidotes into Bombshell and Kickback. However, Shrapnel manages to avoid his cure by knocking out both Optimus and Megatron, so Spike bravely manages to get the cure into Shrapnel...who blows up anyway. The cure causes the cerebro-shells to deactivate, freeing the Decepticons from Bombshell's control, but also erasing the information Soundwave downloaded. Bombshell uses a special shell to reassemble Shrapnel, and the Insecticons run away. Megatron and the rest of the Decepticons then angrily chase after the Insecticons, wanting payback against them for their treachery. With the Decepticons defeated, the day is saved.
Written by: Douglas Booth
(Numbers indicate order of appearance.)
"HAHHAHAHAHAHEHEHHEEHHE! Insecticons always triumph, triumph."
"The Insecticons have done well."
"Yes...perhaps they should lead us."
"You test my patience, Starscream."
- —Megatron and Starscream after the Insecticons defeat some Autobots.
"Well, if it isn't Megatron, and his merry mechanical men!"
"Oh boy, a robotoid turkey shoot!"
- —Inferno takes aim at Laserbeak and Buzzsaw.
"Power has made the Insecticons obnoxious."
- —Starscream and Megatron
"What's the matter, Megatron? Weakling humans too tough for you, for you?"
- —Shrapnel to Megatron, after the latter has been shot by a human weapon.
"Ohhhh....that Nova Power Core is giving me heartburn...that is, if I have a heart."
"If you have a brain, you'll realize that we've got a battle to fight!"
- —Bombshell and Megatron
"Guys, you all right?"
"Just great...if you don't mind two tons of Inferno sitting on your head plates."
"Look, you get ten tons of boulders off my shoulder struts, and I'll get off your noggin."
- —Spike, Hound and Inferno
"No one gets into my cranial chamber!"
- —Megatron crushing one of Bombshell's cerebro-shells
"Auugh my cerebro-shell! My precious shell!"
- —Bombshell reacting to the crushing of his cerebro-shell
"We Insecticons, know how to get ... it ... together!!"
- —Bombshell delivers a cheesy line after reassembling Shrapnel.
"The insecticons gave us a lot of trouble didn't they? But they seem to bug Megatron even more!"
- —Spike uses a truly awful pun to the delight of the Autobots.
- Shrapnel's voice sounds completely different from usual when he says "They're firing on us! Us! It's a Decepticon ambush! Ambush!"
Animation and/or technical glitches
- When the Insecticons feed on the Nova power core they seem to grow to enormous proportions, yet in the scenes after and for most of the rest of the show they don't seem very big at all.
- Jazz had a Decepticon insignia during the shot in the Ark.
- Ratchet is part of the Autobot group attacking the power plant where the Insecticons are feeding. However, he seems to be missing when the Autobots have to recover the damaged Ironhide and Wheeljack, which is curious, as he is the medic.
- Inferno is part of the Autobot group that attacks Iron Mountain to stop the Insecticons. However, he is not seen in the final scene, after the Autobots win. Maybe he's still trapped under the boulders?
- This episode features the first appearances of Beachcomber and Inferno. However, no explanation of their origins is given.
- During the battle at the Nova Power Plant, Spike is using a gun! WTH, Prime?!
- When Soundwave is spying on the Insecticons, he uses a stethoscope.
- After he climbs up the electrical tower and gets electrocuted, Ironhide's forearm panel pops open and the word "Ironhide" is written on the circuits inside.
- When Soundwave assimilates the data from Iron Mountain he does it by physical contact. This is very similar to the way the decepticons in the Movie franchise absorb data specifically Blackout, Frenzy, and Soundwave.
- Optimus Prime physically transforms Megatron into his pistol mode.