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