The Constructicons, recently created for the Decepticons, have built a device to give Megatron the powers and skills of his soldiers. All this is to give him the advantage in a challenge he issues to Optimus Prime. And if Optimus loses, he and the Autobots must leave Earth.

The Constructicons trick Grapple and Hoist with claims of having left Megatron. They construct a tower Grapple thought up to absorb solar energy, which Optimus Prime did not want to be built for fear of The Decepticons getting their hands on it. Not surprisingly, The Constructicons betray them.

The Decepticons plan to take New York and turn it into their new home base, disassembling Optimus Prime in the process. The rest of the Autobots must save Optimus and New York City without their leader.

Both Autobots and Decepticons are facing tough times as they are in need of the element called Cybertonium. The Decepticons quickly get as much as they need, but the only way for the Autobots to get it is to rely on The Dinobots, who have been unaffected by all this. However, the Dinobots have been getting annoyed with The Autobots lately and leave them.

Both Autobots and Decepticons are facing tough times as they are in need of the element called Cybertonium. The Decepticons quickly get as much as they need, but the only way for the Autobots to get it is to rely on the Dinobots, who have been unaffected by all this. However, the Dinobots have been getting annoyed with the Autobots lately and leave them.

Megatron plans to drill his way to Earth's core in hopes of getting large amounts of energy. The Autobots try to stop him and initiate their new plan to take control over Devastator. When both sides battle for controlling Devastator, though, it causes disaster.

Most of the Autobots lose their ability transform to robot mode after the Decepticons use a device on them. A handful of Autobots still capable of transforming are their only hope.

Omega Supreme reveals his past to Optimus Prime, which involves a city's destruction, Megatron and Constructicons.

Astrotrain and Blitzwing leave The Decepticons to do things their way, which includes capturing Megatron and Starscream and seizing control of a stadium.

Failing to topple Megatron, an exiled Starscream plans his revenge. He uses World War II era machines and five personality components to create the Combaticons, which prove very powerful in their Bruticus form.

While everyone continues to rejoice in their victory, unknown assailants capture Ultra Magnus, Kup and Spike. After being told by a alien, a group of Autobots suspect the Decepticons are the culprits. But when they arrive at Charr, they find the Decepticons in no shape to pull off a kidnapping, meaning another is responsible.

The Autobots and Decepticons find that the voices of three aliens (Allegra, Zebop Scandana and Basso Profundo) can make a powerful weapon.

Being the leader takes it toll on Rodimus and his attempt to relax gets him into a fight, in which he loses the Matrix. The Stunticons escape with it and Rodimus reverts to Hod Rod. At first, Hod Rod is perfectly fine with no longer being in charge, but he soon understands he must get the Matrix back. It will not be easy, though, as Scourge has already seized the power of the Matrix.