The Destrons plan to blow up Mars by causing simultaneous explosions at its northern and southern poles.

Meanwhile, on the planet, Spike, Daniel, Wheelie and the Trainbots are conducting a geological survey when they detect some major seismic activity at the southern pole. Sixshot sends Dinosaurer to attack Metroplex, while he goes after the Technobots. Ultra Magnus transforms Metroplex and he battles Dinosaurer.

On Mars, the Destrons attack the survey team. The Cybertron Headmasters then arrive to battle the Predacons, while the Terrorcons ambush the others, kidnapping Daniel, Wheelie and Getsue. They imprison them and tell them of the Destron plan to destroy Mars, sending meteors to destroy earth.

Daniel, Wheelie and Getsue manage to escape, sending word to Fortress Maximus who heads to Mars to investigate. The Destron Headmasters attack Chromedome and the others, while Scorponok works on a plan to destroy Fortress Maximus. The Cybertron Headmasters are caught in a trap and seriously