While Ultra Magnus and Scattershot are investigating some strange seismic activity in Peru, the Cybertron Headmasters send Steeljaw and Ramhorn to find out what's inside the black nebula (from the last episode). Inside the nebula is a planet called Charr where enslaved Battle Beasts are used by Scorponok to build a massive construct. In the Andes, a dormant volcano suddenly erupts, and the Protectobots and Trainbots are sent to rescue the people living nearby. They are confronted by the Predacons and the Destron Headmasters. The other Cybertrons use Broadsides to fly to Earth, drive off Predaking, and the Trainbots evacuate the humans. In the nebula, Scorponok explains that the volcano exploded so the Destrons can tap its energies while Ramhorn and Steeljaw secretly listen. On Earth, the Destrons make one last attempt to take the villagers hostage, but they are thwarted by the Cybertrons. Back on Charr, Scorponok reveals part of his plans to Cyclonus and Scourge; Ramhorn and Steeljaw r

The Cybertron Headmasters continue their search for the Destrons, but are forced to put the hunt on hold by a sudden alarm, indicating a problem with Fortress Maximus' guns. Meanwhile the Destrons head toward Galvatron's latest target, the planet Paradise, a non-technological world where the inhabitants still live in huts. As Brainstorm continues to decipher the information on the chip given to him by the Battle Beast and the other Cybertrons work on repairing Fortress Maximus, Highbrow takes the Trainbots to visit the planet Paradise. Once there he meet a native girl, Papika, and her giant eagle. She tells him about how the Destrons are attacking the planet. Before the other Cybertrons arrive on the planet, Highbrow makes his way toward the Destron camp, where he is promptly captured by the Destron Headmasters. Steeljaw witnesses this and informs the rest of the team, but before they can help the Destrons attack from within the surrounding forest. As the Cybertrons battle the Destro

The Cybertrons can find no trace of the Destrons on Master after the loss of the disk. The Destrons have headed toward an asteroid belt, where they plan their next course of action. They decide to head back toward Master to begin production of the Zarak shield. The Targetmasters spot Soundblaster spying on them with Ratbat and follow them back to the planet's surface.They then fall into an ambush by the Destron Targetmasters. The Destrons blast the side of a mountain, uncovering a water storage tower which sweeps the Cybertrons away. Underground, the other Destrons are busy at work completing the Zarak shield. Pointblank and the Targetmasters make their way to the Destron underground base. As the Cybertron Headmasters move out to find the Destron base, Weirdwolf plants a bomb on Fortress' battle cruiser. Daniel and Wheelie spot Weirdwolf knocking on the walls and engage in a crossfire until Fortress arrives. Pointblank sends the three Cybertron Targetmasters up to Megazarak to find

The Cybertron Headmasters, flying around in Fortress' ship in space, pick up a couple creatures wearing exo-suits who are badly injured. They take them inside and work on them, while hearing their story. They aliens reveal that they are from the planet Beast, a planet where the inhabitants resemble humanoid animals. Their planet has come under attack from the Destrons, who are enslaving their people, and they were barely able to escape with their lives. They request the help of the Cybertrons in removing the Destrons from their home. While the Cybertron Headmasters plan their strategy, Wheelie and Daniel befriend a small Battle Beast, who leads them to the enemy's base, where they both get captured. Rodimus Convoy, having heard of the situation, arrives with the Trainbots and the Monsterbots. The Cybertron Headmasters try to save Daniel and Wheelie, but are confronted by the Destron Headmasters. Rodimus squares off against Galvatron, with Cyclonus lending an unwilling hand. Inside the

The Aerialbots, patrolling in outer space, pick up a large meteorite, which possesses some strange powers, heading toward the Earth. The Technobots, patrolling the desert area, come under attack from Cyclonus and the Terrorcons. In outer space, Fortress fires the guns of his ship at the meteorite but it has no effect on it. On Earth, Galvatron and the Destron Headmasters meet up with the Sweeps, before the Throttlebots intervene and attack. The Cybertron Headmasters and the Technobots then show up, challenging the Destrons. The Throttlebots try to intercept the meteorite, but it ends up injuring them and their ship. The Cybertron Headmasters head out into space again where they encounter the Destron Headmasters and Galvatron. Daniel is able to actually land on the meteorite since he is not made out of metal though, and he finds out that it is actually a spaceship built by the Destrons to get rid of the Cybertrons. He manages to disable its controls and to blow it up, much to Galvatron'

Arcee, Daniel and Wheelie stare off into the sunset, recalling how their home had been destroyed by the Destrons. Fortress and Spike decide to have a little party to raise the Cybertrons' spirits. Hardhead sings karaoke, Wheelie passes out from overenergizing and Chromedome and Arcee dance. Back at the Destron camp, Galvatron, who has not been seen since the explosion is presumed dead by Soundblaster, Sixshot and the Headmasters. Suddenly, a figure appears and the Destrons think it is Galvatron, but instead it is Scorponok, who tells them that Galvatron is still alive. The Cybertrons continue to work on a rocket ship which will launch a new solar satellite but Ratbat is spotted spying on them. Cyclonus and Scourge send out Predaking to stop the launching of the rocket, prompting the Trainbots to merge into Raiden to stop them, along with the Headmasters. The launch is a success, causing the Destron Headmasters to head into space to destroy the satellite. As the Cybertrons get ready to

The Cybertrons pick up an SOS from the exile planet Dallos and head there to investigate. The Headmasters move out to investigate and discover that the Destrons have attacked an energy plant. The Headmasters take a group of the people back to Fortress Maximus. When they arrive, one of them grabs Daniel as hostage, threatening him with a knife. Daniel manages to break free, and subdues his would be kidnapper, while Fortress traps the others in a forcefield. When questioned, the group tells the Cybertrons about how one small group in the southern hemisphere controls the whole planet and that the people are suffering greatly. The Cybertrons investigate further and discover that the Destrons have been working with the leaders to build a huge cannon on the planet. Meanwhile, Chromedome and Highbrow head into a canyon to find a Battle Beast who was part of the team that who built Megazarak and was exiled to the Dallos. He start telling them about a weakness in Megazarak, but Weirdwolf sudde

At a speech on earth, something emerges from under the ground - a huge rocket, along with the Destron clones, who send a satellite into orbit. Meanwhile, Predaking and Bruticus begin attacking cruise ships in the ocean. Spike and Carly start to organize teams to repel the Destrons - the Protectobots, the Throttlebots and the clones. The Cybertron Headmasters and Targetmaster hasten their journey back toward Earth in Fortress Maximus - with Sixshot getting a free lift - after getting a report from Metroplex. Defensor battles Bruticus as the Throttlebots face Predaking. The Targetmasters try to determine what the giant metal pillar, which popped out of the ground, is used for, and they see it emitting a large amount of electrical energy. The Trainbots reunite Daniel with his parents, who are trying to rescue some people trapped in a crevice. The bands of electrical energy released by the pillars stretch across the world, causing massive destruction. Sixshot confronts the Destron clones

Galvatron continues his search for more energy in deep space, unknowingly followed by the Cybertrons. He detects some on a planet called Hive. The Cybertrons continue their pursuit and come across the wreckage of a spaceship that has been destroyed by Megazarak. Chromedome finds a survivor who tells them about Hive and how the planet is ruled by aqueen who lives directly over where the energy is stored. Before dying from his wounds, the survivor asks Chromedome to give his pendant to his son, Michael. Meanwhile, the Destrons begin their assault on Hive. The Destron Headmasters, who have been left behind by Galvatron, are told by Scorponok to patiently bide their time before they overthrow Galvatron. The Cybertrons approach Hive, but are thought to be allies of the Destrons and are attack by the Hive military. Chromedome, Hardhead and Brainstorm try to convince them otherwise, but to no avail. Chromedome decides to go to the planet by himself and there he finds Michael, and gives him t

Galvatron leads the Destrons toward the twin planets of Sperity and Toluin, intent on draining their energy. The Cybertrons continuing their pursuit of the Destrons through the galaxy, detect them moving toward Sperity. Suddenly, the Destrons are attacked, but it does little damage to Megazarak. The Destrons mobilize and scour the planet's surface for energy, but then Fortress Maximus and the Cybertrons arrive to stop them. Meanwhile, Brainstorm, Arcee, Wheelie and Daniel land on the surface of Toluin surface, but find nothing aside from a small cave. Exploring further, the Cybertrons and Daniel discover that the inhabitants have moved everything to Toluin's underground and use Sperity as a place to trap their enemies. The group discovers the secret domed city of the inhabitants. They infiltrate it, but are captured by the inhabitants. They are able to escape and Brainstorm heads back to Sperity. Once there, he informs Fortress about Sperity's true purpose. Fortress orders the Cybert

A quiet night at the Cybertron earth base is interrupted as the Destron Headmasters attack and take over the outpost. The Cybertrons regroup on planet Cygnia and try to determine Galvatron's next move. Meanwhile, Galvatron reveals his plan to the other Destrons. He will use the energy stolen from the Cybertron base to conquer Earth. At the same time, Scorponok reveals his plans to overthrow Galvatron to Weirdwolf, and orders him to find the Cybertrons' energy source. Later, Sixshot leads an assault on an energy source in Miami, prompting Ultra Magnus to send the Trainbots and Technobots. Fortress, meanwhile, sends out Doublespy to discover Galvatron's plans as Brainstorm reports on Sixshot's movements on Earth. As the Destron assault on Earth continues, Sixshot attacks Ultra Magnus. Metroplex tries to help Ultra Magnus but is intercepted by Dinosaurer as the Trainbots arrive. Realizing they are still outnumbered, they radio for assistance and the Cybertron Headmasters head to Earth. M

With Galvatron finally destroyed in the Antarctic, Scorponok took over as Destron emperor, pledging to avenge Galvatron's death. Scorponok sends Sixshot to destroy the Cybertron earth base, while Spike heads back to Earth for a summit meeting regarding the Ring of Fire from the north of Alaska to the South Pole. Spike notices that the Destrons have been attacking this area recently, looking for the thinnest layer of the crust. Dinosaurer shows up at the summit, attacking the Cybertrons before Metroplex shows up. Sixshot then confronts Chromedome, who recalls Ultra Magnus' death. Spike, trying to help Metroplex, gets seriously hurt. Wheelie then attacks Chromedome, saying that it was all his fault that Spike had a piece of metal imbedded in his nerve. The Destrons attack on Earth again, but Fortress tells Chromedome to stay behind until he gets control of his emotions. Without Chromedome, the Headmasters and Raiden get beaten up by the Destrons and Predaking. Fortress uses his superpowe

The Destrons have holed up underneath the planet where they start the production of their new metal, called ""G Metal"" which has proved to be nearly invulnerable. Scorponok plans to use this metal to strengthen Megazarak's design, but he realizes that he still cannot hold up to Fortress Maximus' Master Sword. The Destrons hatch a plan to uncover the secrets of the Master Sword as they capture Wheelie, pulling him underground. Sixshot then demands the secrets of the Master Sword from Fortress in exchange for Wheelie's freedom. The Cybertrons discuss their options as Pointblank believes that if Fortress gives up the secrets, Scorponok will be able to destroy Fortress Maximus, while Daniel fears losing his friend. Much to Pointblank's chagrin, Fortress agrees to give Scorponok the secrets to the Master Sword, while Chromedome and Daniel decide to invade Megazarak to free Wheelie. Fortress meets with Sixshot to give him the secrets, while Wheelie is informed of a timer that will go off soon

A shadowy figure approaches Galvatron with a plan to defeat the Cybertons once and for all. At the Cybertron base, Arcee receives word that Praun, one of Seibertron's front-line defenses has come under Destron attack. Fortress Maximus and the Headmasters go to investigate, but find only dead bodies there. Rodimus Convoy and Ultra Magnus arrive to inspect the damage, and discover some files missing. Rodimus uses the Trainbots to head into space toward Praun. Meanwhile, Fortress Maximus and the Headmasters get trapped inside a revolving fortress and buried in the sand, while the Destron Headmasters laugh outside. The Headmasters must recall the training they received in the deserts of Master four million years ago in order to survive. They switch heads and manage to escape, then confront the Destron Headmasters. Galvatron shows up on Astrotrain, but Rodimus arrives with the Trainbots and the Cybertrons throw the Destrons into the sand.

At the Cybertron base, the transmission of a rock concert is interrupted by shadowy figure who threatens to destroy cities unless his demands are met. In New York, the Headmasters collect the transmission and find that it is a different figure who made the threat there. In all, there are six different figures making the same threats in six different locations. In the forests of Great Britain, a ferocious winged wolf attacks; the Headmasters and Metroplex head there to investigate, but are too late. In another city, a laser gun flies around, destroying many buildings, but once again the Headmasters are too late. Daniel returns from gift-shopping with the Trainbots, causing the Headmasters to yell at the Trainbots for not helping. Daniel gets upset, as he had asked the Trainbots to help him pick out a present for his father, and rushes out of the room. The Headmasters then apologize and see Daniel playing with a ninja star. Chromedome recalls a time when his best friend was killed by a n

On Seibertron, once again at peace thanks to Vector Sigma, a new compound has been created called Seibertonuron which is many times stronger than Seibertonium. The Destron cassettes find out about it and Soundblaster reports to Galvatron, telling him that the new compound allow him to defeat the Cybertrons. Meanwhile, back on Earth, the Headmasters are working out to keep up their conditioning. Galvatron sends the Predacons to retrieve the compound while the rest of the Destrons head to their new base. The Destron Headmasters and Sixshot meet with the shadowy Scorponok to discuss their next moves while the Cybertron Headmasters arrive at the Destron base. The Combaticons, Stunticons and Destron Headmasters then arrive on Seibertron with Galvatron and wreck havoc on the planet. Fortress and the Headmasters then head to Seibertron with Rodimus, Cha, Blurr and Arcee. They manage to drive back the Destrons - Guardian beating Bruticus, Superion beating the Stunticons, and the Cybertron Head

The Predacons are confronted by the Trainbots as Guardian knocks out Bruticus. The Cybertrons continue to plan a way to stop Galvatron from getting his hands on the new compound as Chromedome spots Weirdwolf and Wipe. He notices that they've been heading deep into Seibertron and tries to figure out what they are up to, sending out a telepathic message to the other Headmasters. They arrive, attacking Weirdwolf and Skull, as Chromedome heads underground to stop Wipe. On the surface, the battle still rages on, destroying more and more of the planet. Wipe manages to find Vector Sigma's chamber and he sets the bombs in it, just as Chromedome arrives. The Cybertrons cannot remove the bomb, so they flee the planet after some long, hard farewells. Galvatron arrives in Vector Sigma's chamber just as the bombs go off and is caught in the explosion. Rodimus, Cha and Blurr then depart in search of a new home for the Cybertrons, leaving Fortress in charge.

At the Destron base, Cyclonus and Scourge pick up an SOS from the planet Sandra and report it to Galvatron. The Cybertrons also receive the message, which reveals that the planet's energy reserves are almost depleted. After a long debate, the Cybertrons decide to help out, bringing several energy packs with them, while Galvatron makes preparations to stop them. The Destrons attack and Galvatron confronts Ultra Magnus while Abominus battles Computron. The Trainbots attempt to depart, but are stopped by Sixshot. In outer space, Fortress and the Cybertron Headmasters engage Scorponok and the Destron Headmasters in battle as both factions head toward Sandra. Fortress sends Spike, Wheelie, Daniel, and the small robot forms of Chromedome and Hardhead, to Planet Sandra with the energy packs, while he holds off Megazarak. The leader of Sandra tells Spike that they thought their society would never run out of energy only to discover it was possible when it was too late to prevent. Spike, Daniel

On Chaar, the Decepticons detect a pair of incoming craft and attack, but are surprised when the newcomers are revealed to be Decepticons: the Horrorcons Snapdragon and Apeface, there at Galvatron's invitation. Punch, in the form of Counterpunch, detects this and sends word to the Autobots, with the Headmasters recognizing former comrades from Planet Master.

The Destron clones, Pounce and Wingspan, battle the Cybertron clones, Fastlane and Cloudraker, on a pirate planet over possession of half of a skull which will allegedly lead to a fabulous energy source. Suddenly, Sixshot and Galvatron arrive, driving the Cybertron duo. As they retreat, Cloudraker radios Fortress about the arrival of the Destrons on the pirate planet. The Cybertrons explore a space burial ground, where they find a space pirate ship which holds the another skull, which is emitting a radio signal. Before they can figure out what it is doing, Pounce & Wingspan arrive and with the help of the Horrorcons take the Cybertrons' half. The Destrons put the skull together and are rewarded with a map leading to the pirates' cache of stolen proton energy. Twincast finds out the location of the stolen energy by spying on the Destrons and the Cybertrons mobilize to stop them from getting the proton energy. Chromedome recovers the skull, and Highbrow manages to decode the map, findin

Sixshot continues to organize the Destron troops on Earth, sending out Bruticus, Menasor, Abominus, and the Horrorcons to assault the planet. Meanwhile, at Fortress Maximus, the Cybertrons study the Destron activity throughout the world, and Fortress orders the cassettes to figure out what's going on. The Cybertrons mobilize their forces, sending out Computron and Defensor. Galvatron continues to monitor activities on Jollo and Doublespy reports back to Fortress the activities and plans of the Destron leader. Twincast and Steeljaw manage to find Megazarak in a canyon, but they are discovered by Sixshot. Twincast sends Steeljaw back to report, before he gets knocked into the canyon. Punch continues his spying for the Cybertrons, seeing Galvatron's plans to make Earth his new body. Galvatron has decided to have it out with Scorponok, sending Sixshot to stop him and the other Destron Headmasters. The Cybertrons launch an assault to stop Galvatron from taking over the earth, sending Metrop

With the missing Matrix recovered, the race it on to return to Cybertron and secure the Autobots' control of the planet.

In the city of San Francisco, a giant man-eating plant suddenly springs from underground, causing mass hysteria and major damage. In response, Ultra Magnus sends out the Technobots, Aerialbots and Trainbots to assist, but they are met by Bruticus, who battles Raiden. Ultra Magnus contacts Fortress and the Cybertron Headmasters, who then head toward San Francisco. They get beaten up by the plant, mocked by the Destron Headmasters, then another plant shows up, as well as another at the Witwicky house. Menasor then battles Computron, while Bruticus takes on the Aerialbots. One of the plant monsters is actually able to walk, and it attacks the Cybertrons' earth base, while the other attacks Fortress' battle station. Fortress then uncovers his sword of power and the base suddenly transforms into a giant robot, Fortress Maximus! He manages to destroy the plant monster, causing the others to blow up.

As Fortress attempts to transform Fortress Maximus, he gets hit by a plasma blast and loses his super energy needed to transform. Spike figures out that the Destrons have found a way to tap the plasma energy from Seibertron's explosion in order to neutralize Fortress. The Terrorcons continue with Scorponok's plan to blow up Mars by drilling up the poles while Hardhead and Chromedome detect the Destron Headmasters and head out to investigate. Fortress, watching his forces lose, order the Trainbots to head out toward Mars to help. Raiden arrives just in time to help the Headmasters, but suddenly Scorponok orders the Destrons to return. Ultra Magnus sends Twincast and his cassettes to spy on the Destrons, and they see Sixshot using the spacebridge to head to the Destron base on Jollo. There, they witness the destruction of the planet within the Black Nebula and the creation of Scorponok's new battle station - Megazarak, which then heads to destroy Fortress Maximus on Mars. Chromedome and

Thanks to Megazarak, Mars has now been destroyed and the Cybertron Headmasters are angry that they failed to stop him. Meanwhile, Daniel and Wheelie, who are goofing around, spot a strange light in the sky which buzzes past them. Chromedome and Hardhead sneak out of Fortress Maximus and head toward the Destron base. However, Scorponok detects them and orders Skull, Weirdwolf and Blitzwing to handle the Cybertron duo. Fortress and the others arrive on the scene in the nick of time, saving the pair as Soundblaster holds a meeting with his cassettes. Megazarak attacks Fortress Maximus, and is gaining the upper hand, when the strange light Daniel and Wheelie saw flies past, distracting Megazarak by taking Sixshot, allowing Fortress Maximus to escape. Doublespy reports to Fortress about the Destrons' plan to crown Scorponok the new Destron Emperor and during the ceremony, the Cybertrons attack. Suddenly, the light appears again, revealing itself to be a spaceship. From within the ship step