Shockwave and Starscream are planning on stealing the Ark, but first they have to repair it - and they are being watched! The Dinobots are battling the demonic monsters and aren't faring too well. HiQ realises that Grimlock has gone into some sort of crysalis and uses his own Powermaster powers to accelerate the process. Grimlock emerges in a new Actionmaster body and proceeds to drive the Demons away. The Nucleon seems to have had a side affect on HiQ - he now thinks that he is Optimus Prime!