The Transformers Cartoon Series

Sari introduces Bumblebee, Bulkhead, and Optimus Prime to the concept of Halloween, starting with selecting pumpkins. As she explains the idea of choosing just the right costume, Optimus's attention is distracted by a large black widow spider decoration. He remembers back to his academy days.... On Archa Seven, Optimus and his friend Elita-1 admire the strange webbing stretching across the high rocks, not knowing what it is, until Sentinel calls to them to hurry up. Optimus cautions that such worlds are normally considered off-limits to Autobots, but there's supposedly a real Decepticon ship somewhere in the area. Elita's there for the historical value, but Sentinel just wants to get his hands on the energon cache that must be in it. Optimus is still wary of potential punishment should they get caught, but figures he has to keep the other two from getting in over their heads. Sentinel insists that never happens—right before the ground crumbles under their feet, sending all three plunging into a deep cavern. Strange, skittering noises echo from its dark reaches. Optimus activates his shoulder-light to see…. Bulkhead snaps Optimus's attention back to the present by donning a bedsheet (which just covers his head) and going "Boo," startling his leader. Optimus claims a ghost from his past just has him jumpy, then stalks off. Back at the Autobot base, Sari critiques Bumblebee and Bulkhead's costumes, but says her own costume is only one surprise planned for the night. Noticing Optimus lost in thought, she uses the AllSpark Key to activate one of the car plant's cranes, swinging another spider decoration in his face. The unexpected sight of it gives Optimus a bad flashback, and he quickly hacks the fake spider to bits. He admonishes Sari for making frivolous use of the Key, and she counters about him needlessly using his axe. Optimus stares down at the remains of the decoration, and his thoughts travel back again.... As Optimus, Elita, and Sentinel walk through the cavern, Sentinel enthuses about the rich hoard of energon he's sure they'll find soon. Optimus shushes him as he hears something, and soon all three are casting their lights about, trying to pinpoint the skittering. The source reveals itself as an enormous, alien spider, which quickly traps Elita with some webbing. As Optimus fights it off, Sentinel frees her with his charged shield, but the spider abruptly takes him down. Elita starts using her special power-download ability, but Optimus, holding back the spider, tells her it won't work on organics. She instead borrows the unconscious Sentinel's shield power and shield itself, using them to defend herself, then to bring down a huge stalactite to impale the spider. As Sentinel wakes up and Elita returns his shield, Optimus says that it's not worth staying around, be it for history or energon. Sentinel still insists on one good reason to leave, and he gets three when another trio of giant spiders drop down to confront them. Sentinel quickly puts up his shield's energy barrier, covering Optimus and Elita's retreat. Optimus rolls out, and Elita follows, calling his name…. Optimus suddenly becomes aware of Sari calling his name to show off her costume—a costume of him. He doesn't appreciate her vocal impersonation of him, and declines to join the trio on their trick-or-treat outing. As Sari and the two Autobots progress though a local neighborhood, Bumblebee is a bit spooked by the atmosphere. Sari reminds him it's all pretend—unaware they're being tracked by an enormous spider traveling over the rooftops. As she coaches them through their first actual "trick or treat," Bumblebee spots the spider watching them and freaks out, but it's gone before anyone else sees it. Sari teases him for being more timid than Optimus, but 'Bee protests he knows the difference between a fake decoration and a real giant spider. Listening in from headquarters, Optimus has Bumblebee clarify what he saw, then heads out to meet them, advising them to stay put. As Optimus rolls out, his thoughts roll back... Racing through the caverns, Optimus reaches the wreckage of a Decepticon warship. Separated from the other two, he heads inside, hoping to find them there. Instead, he finds an impressive stash of energon cubes, just as Sentinel predicted. He also finds an impressive stash of giant spider eggs. As the spiderlings hatch and start attacking, Optimus gets stuck on some webbing, but Elita shows up in time to help. As they fight to escape from more full-grown spiders, Optimus has Elita borrow his grappler ability. They bring down a huge stalactite through the ship's ruined overhead, grappling their way out as the energon detonates below them. However, Elita's download ability times out just then, and she goes plunging back too fast for Optimus to catch her. Sentinel arrives on top of the ship as she plummets into the hold, but knowing the energon is going to blow any second, Optimus grapples himself and Sentinel to safety rather than risk going after Elita just then. Once they break the surface, Optimus scans for Elita's energy signature, but doesn't find it. A furious Sentinel blames everything on Optimus. In the present, still en route to Sari and company's location, Optimus swears he won't let it happen again. Meanwhile, Bumblebee stresses that they have to stay vigilant until Optimus arrives—even as Sari is yanked out from under them by the giant spider. Bumblebee quickly cuts Sari free, but as he and Bulkhead surround the spider, it transforms into a female robot who calls herself Blackarachnia. Sari's not too surprised or impressed by her femininity, but it makes a much bigger impression on Bulkhead—right up to the point Blackarachnia stabs him with two of her spider legs, knocking him out. She quickly gives Bumblebee the same treatment, then tells Sari they should go, now that Sari's safe. Sari protests the two Autobots are her friends, and Blackarachnia apologizes, pretending she can't tell which robots are good or bad on Earth. As Sari futilely tries to revive Bulkhead with her AllSpark Key, Blackarachnia notes that the organic nature of her venom precludes that solution, since the AllSpark doesn't affect organics. She offers to try helping the Autobots if Sari will just hand her the Key, but her ruse is interrupted when Optimus lassos her legs out from under her. Blackarachnia appears shocked to see him, but quickly frees herself and starts fighting back—using Bumblebee's stingers and Bulkhead's strength. Instead of borrowing any of Optimus's powers, though, she judo-throws him across the street, then kidnaps Sari. Optimus desperately pursues the pair across the rooftops. He catches up, stuns Blackarachnia with a faceful of foam, then grapples Sari free. Despite this respite and Sari's warning, Blackarachnia still catches Optimus half-unaware. He fights back, but she dodges him constantly, claiming to know all his textbook Autobot Academy moves. Optimus wonders if he knows her, and she berates him for forgetting his friends—even if he remembered Sentinel. Optimus is horrified to realize he's facing Elita-1. She finally relates what really happened that day: Trapped in the ship and surrounded by the spiders, Elita tries desperately to download their abilities. Instead, she is infected with their venom, and it mutates her into a freak, a half-organic, half-robotic being. Optimus realizes that her half-organic nature is what masked her energy signature from his scans. Blackarachnia sneers that if he'd known and saved her, she'd just have been dismantled and examined on some lab table on Cybertron. Optimus reproves her for joining the Decepticons, but she counters that at least she knows where she stands with them. She webs up Optimus and snatches the AllSpark Key, certain that if anything can purge her organic half, it can. She plugs it into herself, but the unleashed energies begin causing all organic life in range, including Sari, to wither and sicken. Optimus breaks free, but before he can stop Blackarachnia, she grabs up Sari and throws her off the roof. Sari snags a flagpole long enough for Bumblebee and Bulkhead to save her, leaving Optimus free to deal with Blackarachnia. However, Blackarachnia collapses on her own, though. Optimus surmises her spark can't survive without her organic half, but she's too weak to pull out the AllSpark Key and stop the reaction. Optimus forces through the energy barrier around her and removes it for her, restoring the organic life in the area to normal. As he helps her up, Blackarachnia asks him to go, not wanting to be seen like that. Still calling her Elita, Optimus asks her to come with them, promising his group will find a cure, and allow him to earn back her trust. She seems to respond positively, but it's another sham. Blackarachnia stabs him unconscious and leaves, vowing it will be a long time before she trusts another Autobot, especially him. Later, Optimus returns Sari the AllSpark Key. She thanks him and admits he was right—maybe it's time she gave the Key a rest. Bumblebee trundles in painfully, still damaged from his fall after catching Sari, and asks if she could use it once more. Bulkhead asks who the bug-bot lady was, and Optimus responds it was someone he should never have left behind. Elsewhere, Blackarachnia stands on a rooftop, gazing at the moon and sobbing over her fate.

Galvatron gloats to the Autobots that with the power of Fortress Maximus he is unstoppable. As they hang helpless in the air, he first shocks and then drops them all to the ground. Side Burn drags himself to the edge of a huge crater, at the bottom of which Optimus Prime lays battered. As Optimus struggles up, Scourge and Ruination burst through the crater wall and open fire on the Autobot leader. Sky-Byte and the Predacon trio peer cautiously out of the hole as well, worrying what Galvatron will do to them if he spots them. Unfortunately for them, Galvatron already has spotted them, and orders them to attack the Autobots. Figuring that Galvatron will always be the scarier of the two options, the four Predacons get ready to fight, and are promptly trampled by the oncoming forces. The Autobots come to Optimus Prime's aid, hailing the Decepticons with a barrage of weapons fire. High above the battlefield, Galvatron laughs and seizes them all in an energy field. T-AI opens a portal to the space bridge nearby, but Optimus is seized by a beam from Galvatron. He orders his men to enter the space bridge, but they block the beam of energy, freeing him. Though Optimus stubbornly refuses to go, he's grabbed by Ultra Magnus and carried off. In the space bridge, Optimus persuades Magnus to help him return to the battle. They form Omega Prime and challenge Galvatron to a one-on-one fight. Galvatron follows Omega into the space bridge, where Omega instructs T-AI to open portals to the Earth's molten core and close them once he and Galvatron have gone through. T-AI and Koji protest that that will trap the pair of them, but Omega makes it a direct order. Koji, however, has a brainwave and begins contacting other children over the Internet. Omega Prime leads Galvatron to the Earth's core, but his strength is quickly sapped by the conditions while Galvatron thrives. Koji's plan begins to work and Fortress Maximus becomes re-energized with the power sent to him by all of the children. Galvatron boasts that he has discovered a great power—the world's children—which he intends to harness. He's interrupted by the arrival of a massive burst of energy passed on by Fortress Maximus, which re-powers Omega Prime and creates the mighty Matrix Blade. The pair clash violently until Galvatron's Striker Lance shatters, and an immense explosion lights up the sky. T-AI cries that while Omega may have won, he's still trapped. Sometime later, Koji sadly looks around the parking building where the Autobot base is located, commenting that the place seems deserted. As he trudges down the road, a fire engine pulls up behind him—it's Optimus Prime. Optimus tells Koji that they'll be going back to Cybertron soon, but first they're going to have a last look around. Optimus got free because the sheer force of the blast that deactivated Galvatron reactivated the space bridge and freed him. Sure enough, the Autobots are all engaging in their usual leisure activities. Fortress Maximus and Ultra Magnus are taking the Decepticons and Predacons back to Cybertron—all except Sky-Byte, who cheerfully swims off into the sunset.

At an underground cavern near a waterfall, the Constructicons are digging with a massive drill. However, the rock they're drilling through breaks, and only some quick work on Mixmaster's part plugs it up. Megatron orders Mixmaster to look over Scavenger's sensory equipment, while Starscream does his daily whine-about-Megatron's-nefarious-plan bit. Megatron counters that if they manage to tap into the Earth's molten core, it will give the Decepticons geothermal energy, a limitless power source. Starscream counters that if they breach the core, the Earth runs the risk of exploding. However, Megatron doesn't care: he's placed a space bridge near the drilling site, which will take the Decepticons to Cybertron if the Earth's stability should be threatened. Meanwhile, Jazz, Prowl, Gears, Mirage, and Sunstreaker are driving around in that general area, when Sunstreaker realizes that there should be a river where they're driving through. The Autobots head to investigate, and see Mixmaster and Scavenger. The Autobots transform to attack, only to see that the Constructicons have disappeared, and to fail to notice Laserbeak above them. Informed by Soundwave, Megatron orders the Constructicons to destroy the Autobots and form Devastator. The Decepticon combiner knocks the Autobots off the cliff, but Mirage goes invisible on them. He remains undetected as Devastator attacks the others, and finds the drill. As Mirage rejoins the group, Jazz does a sound and light show which distracts Devastator while Mirage and Sunstreaker lasso his legs with a rope, allowing the Autobots to escape. At the Autobot base, the Autobots use Teletraan I to calculate what will happen if the drill hits the Earth's core. The result will be total annihilation, but the Autobots have little hope of defeating the Decepticons with Devastator. Wheeljack and Chip Chase present Optimus Prime with their new dominator disks, which will be placed on the individual Constructicons and take control of them when they form Devastator. Convinced, Optimus Prime orders a commando team to plant the disks on the Constructicons. Heading for the drilling site, Ironhide freezes the falls, causing the drill to heat up. Scrapper orders the Constructicons to the surface, during which the Autobots plant a disk on each Constructicon. As the commandos are pulled out, Starscream has them dead to rights, but Megatron orders him to let them go, saying that he knows of their plan to control Devastator. As Megatron positions the Decepticons, he orders the Decepticons to attack. The Decepticons fire on the still moving Autobots, who break formation, as the Seekers transform to bring the rain on the Autobots. Megatron orders the Constructicons to form Devastator, who grabs Prime. Wheeljack activates the disks and Optimus orders Devastator to release him and attack the Decepticons. Devastator follows the Autobot leader's orders. Megatron orders the Decepticons to retreat to the cave and Devastator seals them in. Optimus orders the Autobots to break off, as they can now finish the Decepticons at their leisure. Within the caverns, Starscream whines about being trapped, not having enough water to keep drilling, and so on. However, Megatron reveals that this was all part of his plan: he has a device that will override the dominator disks and stored enough water to continue drilling for some time. He just didn't tell Starscream because he's a terrible actor. At the Autobot base, the Constructicons are helping with repairs, when an earthquake hits. Realizing that the Decepticons are still drilling, the Autobots head to put them out of commission. However, Megatron is aware of their coming, watching them through the Constructicons' eyes. The Autobots and Devastator head for the cave, and Devastator is set to destroy it, at which point Megatron uses his control switch to deactivate the disks. Devastator begins attacking the Autobots, so Wheeljack tries to boost power to the disks. Unfortunately, this fries Devastator's logic circuits and sends him into a killing frenzy, attacking both Autobot and Decepticon alike. Finally, the drill hits the core and the cave—and the earth itself—begin to come apart. Unfortunately, Devastator's rampage has damaged the drill's controls. Megatron orders the Decepticons to the space bridge, but Devastator damages it too. Optimus convinces Megatron to give his control switch to Wheeljack, who uses it to deactivate the disks and bring Devastator back to normal. Devastator then heads to destroy the drill, while the Decepticons flee for their lives. Devastator succeeds, but is surprised by Megatron's absence. Chip tells Devastator that he ran, but Devastator believes that "Noble Megatron" merely left to plan their next attack and leaves (he really is as dumb as a post). Chip is somewhat saddened, as he was hoping that Devastator would join the Autobots. Optimus tells him that the future is built on dreams and not to let go of his.

On Velocitron, Override, Hot Shot, Crumplezone and Ransack assemble before the Planet Cup shrine. All four racers begin to glow as the shrine recognizes them as participants in the final round of the great race, and a new subterranean course is unlocked on which the final race will take place. Hot Shot is excited at tackling the roller-coaster-esque track, but Red Alert gives him some grave news: injuries he has sustained throughout the course of the race have damaged the circuit pathways that deliver commands to his main engine. He will need a passenger to ride with him for the duration of the race and to constantly make corrections to his system. Jetfire, who has recently arrived from Earth, suggests Jolt for the job, but the Mini-Con's rotor blades make him too big to fit into Hot Shot's cockpit. Reminded of a time when he lost a moto-cross race in his younger years, and the importance of the lesson he learned on not giving up, Coby volunteers for the task, and after clearing it with Override, the Autobots allow it. The last race soon commences, and Override and Hot Shot quickly outstrip their two Decepticon opponents. Crumplezone and Ransack have not been resting on their laurels, however: they have installed several new gimmicks and gadgets into their systems, and begin their trickery by using springs to launch themselves across the raceway, quickly closing the gap between the racers. Hot Shot's speed begins to drop as the group nears a huge vertical loop, but Coby soon fixes the problem with a little prompting from Clocker. Crumplezone and Ransack reveal their second modification, activating new nitrous boosters to speed them through the loop... except the two goons run out of nitrous at the top of the loop, and fall off the track, knocking themselves right out of the race. Abandoning any pretense of following the rules, the troublemaking pair then try to steal the Planet Cup outright, but they can't get through the forcefield protecting it. Override and Hot Shot break off the race long enough to send the partners in crime packing, but as he and Override laugh at the retreating Decepticons, a sudden twinge of pain shoots through Hot Shot... The race resumes, with the next obstacle on the course taking the form of dangerous high-speed 90° cornering. As the two Transformers tear up the track, Hot Shot's speed starts to drop once more, and the cause is soon traced to Hot Shot's fried main engine connector, a physical problem that Coby cannot fix through his computer. Risking his own safety by unlatching his harness, Coby opens an access panel in Hot Shot's cockpit and manually rewires his circuits. Holding the key cables together with his bare hands, Coby gives Hot Shot the power boost he needs, and the Autobot racer draws level with Override once again. For the final push, Hot Shot activates his Cyber Key power, and the two opponents tear through the goal in a photo finish! After a long, tense moment, the photo comes in... and Hot Shot is the winner! Though stunned at her loss, Override congratulates Hot Shot on his victory, and Hot Shot thanks Coby for all his help. With the race complete, the forcefield around the Planet Cup dissolves... at which point, a dimension gate materializes in the air above the track, and Megatron and his Decepticons arrive to steal the trophy! He has been followed, however, by Optimus Prime, Leobreaker and Vector Prime, and a battle breaks out between the two sides as Megatron seizes the Planet Cup. Override and Hot Shot charge Megatron in vehicle mode, throwing him off balance, and Leobreaker and Optimus Prime combine into Savage Claw Mode to exploit this opening and take the Decepticon leader down. The Planet Cup goes flying, but Override nimbly snatches it out of the air. The battle and the prize lost to them, the Decepticons retreat, leaving Hot Shot to be crowned the new champion of Velocitron! After Override hands him the Planet Cup, she informs him that she wishes to join the Autobots and help save the universe. Optimus Prime happily accepts her into his team. The Autobots all return to their base on Earth, where Override is given the honor of adding the Planet Cup to the Omega Lock. As Override holds the cup up to the Lock, it dissolves into particles of light before reforming into the first Cyber Planet Key. Override inserts the key into the Lock, which begins to pulse with energy and fires a beam of light off into the depths of space. The energy wave is felt by Megatron in the fire dimension, by Starscream out in space, and by Scourge on Jungle Planet. The Autobots' computers are activated by the wave, as the Omega Lock feeds them coordinates to a location somewhere on Earth. But where do these coordinates lead...?

Megatron and Soundwave (the former disguised in a guitar case!) not-so-silently infiltrate Quantum Laboratories, a top-secret facility where the world’s most powerful computer, TORQ III, is housed. Megatron reprograms the computer with his own personality and gives it the power to control, from remote distances, dangerous machines of all types through the use of "Remote Control Circuit Linker cards." At the same time, scientist Dr. Paul Gates of Quantum Labs muses with a colleague about the dangers of machine sentience and that, in the wrong hands, TORQ III might be too powerful. Since Fate is both cruel and timely, the very scenario they were discussing comes true when TORQ III locks them in their office and announces that he’s taking over. Megatron is using TORQ and the circuit linker cards to remotely control fleets of oil tankers. This alerts Teletraan I, who notifies Optimus Prime. Prime then receives Dr. Gates’ distress signal; Gates fills him in on TORQ III’s rebellion and asks to be rescued. Hound and Skyfire are assigned to investigate the tankers, and Spike tags along. Prime leads a group to Quantum Labs, where they immediately come under attack by machines controlled by TORQ. Overwhelmed, Prime orders in the Dinobots (minus Swoop) to come help, and they smash, chomp and melt down all of the machines. Grimlock makes his usual pompous comment about having to save Prime’s bacon when things get rough. Afterward, Prime rescues Dr. Gates and they advance toward the buildings, meeting lots of resistance from TORQ’s machines. Meanwhile, Hound, Spike and Skyfire sneak aboard an oil tanker and infiltrate the Decepticons' oil platform. Their attack falls short when Spike is captured and they are forced to surrender. After smashing more remote-controlled machines at Quantum, Prime decides to explore inside TORQ’s maze-like complex alone. As Optimus moves in closer, one of the machines places a circuit linker card on him, making him Torq’s slave, and he is brought into the computer’s domain. But—surprise, surprise—Prime rips the card off his body, saying it was a dead circuit linker he placed in the robot’s claw, and he disables TORQ with a well-placed punch to the control panel. At the oil platform, Soundwave senses TORQ's demise; Megatron takes over control of the tankers with a gargantuan remote control device. Dr. Gates lends the Autobots a high-speed hydrofoil to reach the Decepticons. Back at the oil platform, Spike has hatched an idea to use an electromagnet (which happened to be in their cell) to immobilize Rumble and Ravage. Skyfire easily smashes through the cell door and Hound disables the force dome that was protecting the platform. The rest of the Autobots arrive and a battle ensues. Prime faces down Megatron and manages to wrest a remote control device from his hands, then tosses it back to him. Megatron lands on it, crushing it, and comes back up spitting mad. He retaliates by activating the self-destruct mechanism on the platform. The Autobots escape, but Prime stays behind to find Hound, Skyfire and Spike. He rips apart the platform deck, revealing the missing team members, and Skyfire flies them out of danger. Finally, Prime says goodbye to Dr. Gates, who makes a parting comment about machines being unreliable, and then quickly retracts the statement when he realizes his gaffe. The Autobots laugh at the ungrateful human's hubris.