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This is it, the sparks are going to fly. Galvatron has drained Prime of his power and sends him 3000 feet to the ground. It is then that Optimus discovers not only did the Decepticons survive, but so did Sky-byte and the Predacons. All the Autobots make short work of them. Galvatron proceeds to destroy the Autobots one by one. With the help of Magnus, Prime escapes to the remains of the space-bridge. Prime requests that Magnus help him one more time. As Omega Prime, Prime and Magnus issue a final fight between themselves and Galvatron, and lure him to the Earths core. Galvatron easily wipes the floor with Omega. Koji realises his friends are in danger and calls on the help of every child on the planet to restore Fortress Maximus. When energised, Maximus sends his power to Omega, who uses the power to activate the Matrix blade for the true final battle...
Galavatron captures the children of the world to force the Autobots to leave.
The Decepticons discover the Autobot base and attacks to steal Cerebros.
Koji switches places with a friend, who is captured by the Decepticons so they can control Fortress Maximus.
Megatron and the Decepticons review the actions of Ultra Magnus in hopes of finding a way to defeat him.
The Decepticons capture Cerebros to activate Fortress Maximus.
After putting the O-parts together, the Autobots find an ancient power source.
The Build Team and the Autobot Brothers compete to find O-parts.
Koji is finally reunited with his father, thanks to Sky-Byte.
The Decepticons and Autobots search for ruins that are in fact, Cybertronian.
Scourge offers Ultra Magnus a partnership to destroy Optimus.
Sky-Byte offers Ultra Magnus an alliance, providing he can prove he can be trusted.
While recuperating, Optimus is attacked by the Decepticons but saved by Ultra Magnus.
Ultra Magnus arrives and fights Optimus for the Matrix.
The Bulid Team alters the space bridge so they can fight the Decepticons on their own.
The Predacons plan to destroy a tower, but when they realize that they can get the O-Parts in exchange for the hostages, Sky-Byte has a change of heart.
The Decepticons gain access to the global space bridge and reprogram it so the Autobots arrive in random locations.
The Build team tire of buliding and decide to fight.
Sky-Byte attacks the Autobots to disprove a test that says he's a jellyfish.
Movor takes the place of a shuttle to attack the Autobots from space.
The Predacons attack a carribean island but in doing so, activates a volcano.
Megatron's plan to force mankind to surrender by blowing up their power-producing dams sinks like X-Brawn, Prowl and Sideburn, when his Decepticon Commando is thwarted by imposter Autobots. The Predacons show a few new tricks and for once, Skybite seems to get away with his plan... if it wasn't for Optimus Prime saving the day (but not the dam).
At Autobot headquarters, Koji is reading about UFO's. Optimus finds it hard to believe that even now some people don't believe in spaceships from other planets. TAI reports that she has finished decoding Dr. Onishi's microchip, and one location in particular seems to be important. It is a location called Castle Peak, where a UFO was reported to have landed 60 years ago. Optimus Prime and the Autobot headquarters quickly head to the site. There, they find the Predacons already digging and Kelly on a nature walk. When Sky-Byte accidentally caves in the area, Kelly disappears while the UFO is revealed! Optimus scans the ship to find six protoforms inside the ship, still in stasis pods. The Predacons try to lay claim to the ship, but the Autobots argue otherwise. Suddenly, Megatron appears and steals the protoforms! The Autobots try to give chase but Sky-Byte, Dark Scream, Slapper and Gas Skunk hold off the Autobots while Megatron escapes. Later at the Predacon base, Megatron explains that he plans on turning the protoforms into new soldiers. He plans to infuse programming from his Spark into each protoform to turn them evil. Meanwhile, at a military base near the UFO site, Kelly is resting after being rescued. Suddenly, the Predacons appear with the protoforms! Slapper and Dark Scream try to scan a vehicle, but it fights back, blasting away at them. At Autobot base, Tai sees the carnage and figures out that Megatron has found a way to control the protoforms. She sends the Autobot brothers and Optimus to McKinley Army Base to stop the Predacons. They manage to scan the vehicle however, and after Megatron uses his Spark energy on the protoform, the first new warrior is born: Mega-Octane! Optimus approaches Mega-Octane, hoping there is still Autobot goodness in him. Mega-Octane responds with a blast, knocking Optimus off his feet. While the Predacons scan the other protoforms, Mega-Octane uses his firepower to hold the Autobots back. Slapper scans a tank, Gas Skunk scans a jeep while Dark Scream scans a helicoptor. Sky-Byte is about to scan something when Optimus blasts him off his feet! The pod almost scans a bird, but scans a space shuttle instead. With the four vehicles scanned, Megatron uses his Spark energy to turn all four into Decepticons! One pod remains, but the Autobots can't get to it thanks to the Decepticons. Kelly is determined to escape the carnage and takes a tanker truck and begins to drive away. The tanker is loaded with rocket fuel however. Megatron selects the tanker as the last vehicle to scan, hoping it will use the rocket fuel to become extra powerful. The truck almost tips over however, but Optimus catches it. At that moment, Megatron scans the tanker - but scans Optimus too! When the new protoform emerges, he looks like a darker version of Optimus Prime! The Autobot brother are stunned, but Optimus explains that he was scanned too, hence the appearance. Unfortunately, the new warrior proves to be Decepticon, not Autobot! Scourge immediately takes command of the Decepticons and orders the Decepticons to attack. However, they are low on power and Megatron orders them to fall back for now. Optimus does not want them to go, but they pour on enough firepower to keep him away. Optimus hopes that one day they will find a way to escape from Megatron's grip. Meanwhile, the Predacons worry about their status with Megatron as Kelly sobs to herself inside the truck.
The Autobots review the Predacons actions, in hopes of finding a way to proceed.
The Predacons think the humans have a Transformer, and decide to steal it.
There's a new Autobot in town, and he starts his day with towing away Sideburn! While Prowl and Tow-Line go on parking patrol, they are watched by the Predacons, and Skybite thinks that Tow-Line makes a perfect addition to their ranks. The Predacons force Tow-Line into thinking that the Autobots are evil, and the tow truck dutifully starts to catch the 'evil-doers'and deliver them to the Predacons for reprogramming...
The New Autobot Skid-Z arrives on earth. He scans an old racing car but in doing so he is given a competitive instinct to race anyone anywhere. Knowing this, all the Autobots enter a large race hoping to find Skid-Z but Megatron has his own plans....
At Autobot headquarters, the Spychangers are engaged in a simulator exercise, fighting against the Predacons. When Mirage notices that the simulator has two Dark Screams, he shuts the simulator down. The other Spychangers are upset at Mirage. As the other Spychangers practice hand signals, Mirage berates them for practicing such mundane exercises. Meanwhile at Predacon base, Gas Skunk has created a tracking and listening device. They hope to use it to find the location of the Autobot base. At Koji's house, he is watching a news report on a ruby on display at a museum. The ruby is so large scientists believe that it can be used to create a powerful laser. Koji decides to tell Optimus about it, fearing the Predacons will try to steal it. He's right. At Predacon base, Megatron orders Sky Byte to steal the ruby so the Predacons can complete their super weapon: the Mega Laser. At Autobot base, Optimus tells Koji that the Spychangers are guarding the ruby. That night, their skills are put to the test as the Predacons break into the museum and take the ruby. Outside, the Spychangers are waiting however, and reveal themselves to the Predacons. During the fight, Dark Scream manages to throw Gas Skunk's device onto Mirage. The Predacons manage to get the ruby and run for it. Mirage is left on the rooftop as a backup as the other Spychangers chase down the Predacons. The Predacons manage to lose the Spychangers. Mirage can shoot them, however he is worried a stray blast may hit a nearby chemical plant and destroy it. He doesn't shoot and the other Spychangers are shocked. Afterwards, the other Spychangers berate Mirage for not stopping the Predacons. The Predacons manage to overhear the argument. Mirage gets increasingly frustrated and walks away from the Spychangers. As the Autobots find out, they are surprised as well. Hot Shot and Optimus try to appeal to Mirage, but he doesn't listen to anyone. Ironhide asks Hot Shot not to kick him out of the team and asks for a chance to speak with him. Ironhide catches up to Mirage and asks Mirage for an explanation of the previous night. He looks over the area and figures out Mirage did not want to hit the chemical plant. The conversation turns into an argument and Ironhide winds up hitting Mirage out of anger. He immediately regrets his move and tries to appeal to Mirage again. Mysteriously, Mirage makes some odd hand signals as he talks tough about leaving the Autobots. The Predacons meanwhile are still listening in. As Sky Byte cries over the scene the other Predacons are thrilled at the prospect of having a new team member. Megatron is thrilled as well, and tells the Predacons to stay on top of the situation. That night, after Mirage refuels, the Predacons track him down. Mirage tells them he appreciates the offer but that he's not big on being part of a team. He explains he has nothing against Optimus Prime, but just wants to teach the Spychangers a lesson. The Predacons offer to have Mirage use the Mega Laser to destroy the Spychangers. Mirage uses the remote and tests it on a mountain, which is completely obliterated by the blast. Mirage contacts the Autobots at base and explains the Predacon plan. He then gives the remote control to Sky Byte and tells him to prepare to destroy the Spychangers once they arrive. Upon their arrival, Mirage meets them and begins to give the Spychangers hand signals, telling them the location of the Predacons. With Mirage's help, the Spychangers destroy the remote and blast the Predacons. Megatron has his own remote however, and activates it! Crosswise suggests using the "sphere" formation which wraps Space Bridge track around the laser in a sphere shape. It contains the energy fired and the Spychangers hit the track and begin going around and around, they redirect the energy hitting the Predacon base. The Predacons beat a hasty retreat. The day is won and Mirage explains to Ironhide that he was just putting on a show for the Predacons. The two old friends make up and drive off into the sunset
Koji is invited to take a trip on an old steam engine called D-5. Team Bullet Train travel beside the train as well. The Predacons think that Team Bullet Train is following the train because it is some sort of secret weapon and they try to steal it.
The Predacons take advantage of Sideburn's lust for red sports cars, to lure him into a trap. Once they have Sideburn, they hope to reel in Optimus as well..
Sideburn and Koji investigate a cavern, with Sky-Byte not far behind.
Underneath the water is a Black Pyramid. Megatron has figured out that it is really a Matrix chamber that can amplify the power of Transformers. However, the chamber needs energy to activate, so Slapper and Gas Skunk begin draining power from the powerlines in the water to activate it. Meanwhile, Koji and Doctor Okase are on a ship to test out its new capability. Koji wonders how they can use it to explore underwater when it's not a submarine. Doctor Okase explains that the ship is capable of a maneuver that no other ship can accomplish, assuming no one else is in the water around the ship at the time. The Predacons are in the water however, and they fear this will draw the Autobots to them. Sky Byte and Dark Scream move out to destroy it. Meanwhile, Koji and the doctor prepare to use the ship's exploration capability. The entire ship suddenly changes to a vertical orientation, allowing the observation unit to move down into the water. Koji is eager to see the Black Pyramid. However, when the fish suddenly all begin swimming away, he knows something is wrong. When Sky Byte appears, he crashes into the ship, knocking out several systems. The doctor tries to bring the unit back up, but Sky Byte strikes again, and the doctor is knocked unconscious. Koji quickly radios Optimus Prime to come to the rescue. Optimus Prime speeds off (from getting washed) and orders Tai to look into that area. She tells Prime about the Black Pyramid and the power lines. Tai activates the Global Space Bridge, calling the Autobot brothers to join Prime. Unfortunately, the Space Bridge only stretches so far. Side Burn offers to try to jump to the ship. He revs up, build up speed and then stops at the last second, afraid of not making it. Prowl goes next, using his boosters to propel him most of the way. X-Brawn hops into the water in vehicle mode, with Side Burn in tow. Optimus has Tai adjust the angle of the Space Bridge, and then he charges off the bridge in vehicle mode. He transforms into robot mode, detaching from his trailer. Using a fire hose, the propels the trailer forward, using the momentum to pull him onto the ship. As he approaches the ship, he kicks Dark Scream away, sending him into the ocean. Sky Byte suddenly appears and takes on Prime. When Prime criticizes his poetry, Sky Byte attacks! The two grapple and then crash into the sea. Sky Byte goes to shark mode and launches two missiles at the observation unit. Prime counters them, but he is having trouble moving in the water. Megatron sees all this and orders Gas Skunk and Slapper to help Sky Byte. The two want to, but are being attacked by Autobots themselves. Tai gives X-Brawn instructions on how to repair the damaged ship. He goes underwater to help as Side Burn goes to help Optimus. Meanwhile, Optimus is letting Sky Byte win the fight to distract him and allow time for repairs. However, once he is down, Sky Byte goes after the ship again. Koji tells Optimus to fight back and the two go at it again. Sky Byte has the advantage however. They are fighting on his turf and he manages to hurt Optimus further. The Autobot leader continues to fight back however. At the ship, X-Brawn has completed his repairs, and Prowl makes it onto the scene in time to knock the ship back into a horizontal orientation. As the ship rises, it takes Optimus and Sky Byte with it. Sky Byte transforms and threatens Optimus with yet another poem, but this time Optimus is ready and uses his Fist of Steel to knock him into the water. The battle is lost, and Megatron orders the Black Pyramid destroyed so the Autobots cannot utilize its power. Back on the ship, the Autobots gather as Koji asks again whether they will ever find his father. Optimus promises they will, just as they are called off to fight the Predacons once again!
Late at night Gas Skunk, Dark Scream and Slapper are attempting to sneak into a building to steal a plutonium energy generator. However, before they can get into the building, Optimus Prime appears on the scene with the Autobot brothers! The Predacons fire off their lasers but the Autobots manage to avoid getting hurt. Clearly overmatched, the Predacons retreat.
Team Bullet Train stops the Predacons from destroying a new train.
The Autobots bring Koji to there secret headquarters while the Decepticons go power hungry looking for power to move there base to another location so that the Autobots can not find them.
Dr. Onishi, one of the most brilliant minds on Earth is about to reveal his latest findings to the world's fellow scientists. His son Koji, eagerly waits for his father's broadcast. We catch our first glimpse of Optimus in vehicle mode trying to put out a fire half-way across the world. However, Onishi's announcement is cut short by Megatron, Gas Skunk, Slapper, and Dark Scream. It is then that Koji rushes out and towards the ocean, on his way, he meets Optimus who reveals the secret of the Global Space Bridge and takes it toward his first victory against Megatron. However, Megatron does succeed in kidnapping Onishi...
