Cyber City has fallen and the 'cons now rule what little remains intact. The Mini-Con ship hurtles out of control into a prehistoric world and crashes. Over the next million years that planet evolves... into Earth! A trio of school kids (Rad, Carlos and Alexis) are working on making a flying go-kart. They almost succeed but end up stumbling onto the Mini-Con ship, reactivating it and four of it's passengers. Both the Autobots and Decepticons are alerted to this and plan to move out. Meanwhile, the Mini-Cons have befriended the kids and built them a hover-car to thank them, and whilst out test driving it... Megatron appears!
Megatron chases Sparkplug, his Mini-Con comrades and the kids, but they manage to escape him. Meanwhile, the Autobots and the rest of the Decepticons have arrived. The 'Cons attack an army base and reconfigure themselves using the army vehicles as templates. They then track down the escaping Mini-Cons and as they are about to attack the Autobots intervene.
At 'Grand Central Space Station' (great name) the Pretenders, Landmine and Cloudburst, witness a mechanoid being roughed up and cast into space. Unable to help they think back to the reason why they were sent to the space station by Optimus Prime - to procure microchips on the black market to repair their fallen comrades.