In a race on Cybertron, Hot Rod manages to defeat Blurr with the help of Spike in the driver's seat. Brainstorm declares that Autobots could be even more efficient with human operators.
Meanwhile, The Decepticons attack Autobot City in an attempt to steal the key to the plasma chamber on Cybertron. They succeed and Punch is badly damaged. The Decepticons attack Cybertron and try to gain access to the chamber, but when they try to open it, ten Decepticons (led by Cyclonus) and twelve Autobots (led by Hot Rod) are propelled to the far away world of Nebulos along with the key.
The planet Nebulos has two factions. The Hive is a group of evil Nebulons, led by Lord Zarak, who use their mental power to control machines to do their bidding. Their opponents hate machinery and just want to live in peace. Each group of Transformers falls in with its respective camp, but the good Nebulons nearly destroy the Autobots. Daniel is severely wounded in battle and the Autobots decide they need an edge after half their number are captured by the Decepticons. They plan to bond with four Nebulons (and Daniel) to become Headmasters. Cerebros, a pacifist, refuses to bond with Spike, but the others successfully complete the operation. Daniel's bond to Arcee saves his life.