Prime uses the space bridge to go to Cybertron for help, whilst Megatron plans on tunnelling into the Mini-Con fortress. Jetfire is unwilling to leave Cybertron to aid Prime who heads back alone with some equipment instead. Megatron meanwhile has broken in the Mini-Con fortress and is busy snatching Mini-Cons. He dispatches Leader-1 off to the control centre to shut down the base defences, but Leader-1 has different ideas. Prime returns to Earth with an Autobot shuttle and plans to head to the moon himself to rescue Rad.

The Autobots use Dogfight's jet mode to get down to Earth. Meanwhile on the surface in Peru, Susan Hoffman (remember her?) is searching for a long lost shrine and is shocked to see the two Decepticon jets rocket to the summit of the mountain she is climbing. However on landing both Dreadwind and Darkwing are taken out by a mysterious force. The Triggerbots arrive to stop a fleeing Hi-test and Throttle who reveal they have been sent to retrieve the body of Starscream. Only thing is the body of Starscream is walking around blasting people. Eep!

The Autobots try and get away but somehow are unable to best the frankly rubbish looking Mecannibals. Boo!

Prime discovers the moon is surrounded by a mine field (including, unknown to him, Rad's mine!) and plans on blowing them all up. Meanwhile, the Mini-Cons have managed to evade Megatron and are preparing to evacuate the moon. Leader-1 has assumed control of the base and goes about unleashing it's full firepower and his hatred against the Decepticons! The Mini-Cons realise what Prime is about to do and realise they have to save Rad! Sky Blast risks the minefield to tow Rad's mine to safety aboard Prime's shuttle. Megatron manages to reach the control centre and snatches Leader-1 and the Destruction Team whilst the rest of the Mini-Cons head to Earth.

The 'bots learn that the 'cons are building something big n' nasty in Death Valley. As the 'bots are about to go and sort it out the Mini-Cons ask them to help them retrieve some of their lost comrades from Alaska, leaving Prime with a difficult decision. At Decepticon base, Megatron is having trouble with the Destruction team - they won't give him a full powerlink unless he agrees to let them have a voice. He agrees, but makes Cyclonus the guinea pig for the trial run. Meanwhile, Thrust has found the Alaskan Mini-Cons, but when Cyclonus arrives he attacks him!

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