The episode opens to where the first one left off. Sirens for both police and firefighters go off, as they make their way towards the Sumdac building.

Meanwhile, at a burger shop, the captain of the Detroit police department, Captian Fanzone, was getting into his cruiser, when an alert goes off in his car. "Code Red! All units proceed to Sumdac Robot Plant in Monroe! Repeat! This is a code red!", the radio reported.

This causes Fanzone to sigh in disappointment, since his lunch break was now interrupted. He then puts his lunch away and proceeds towards the Sumdac building.

At the Sumdac building, a large SWAT team has arrived to help in the situation. Just then, a large explosion happens and the large infected insect comes out.

The officers then advance towards the beast, when Captian Fanzone arrived. "Eh, this is why I hate machines.", Captian Fanzone said.

He then grabs his megaphone and starts to speak in it, but it doesn't work. "Will someone get me a bullhorn that works, for crying out loud?!", Captian Fanzone angrily yelled out.

Soon, an officer gives him another megaphone and Fanzone swiped it from him. "Alright, SWAT units, drag that thing away from civilians! Emergency cruisers, get those people evacuated, now! Go! Go! Go!", Captian Fanzone ordered.

Then, SWAT officers begin to open fire on the mutated insect, but the monster just swats them back. It then grabs two police cars and consumes them whole.

Meanwhile, firefighters were evacuating the people trapped inside the building. Two firefighters were then seen carrying Isaac away from the facility.

"But, my daughter is still in there! Sari! Sari!!", Isaac says, as he desperately tries to break free from the firefighters grasp. Back inside the torn-up building, Sari was seen exploring the place, while trying to find her missing robot dog.

"Sparkplug! Here's sparky! I got a nice, tasty security key for you!", Sari shouted out, as she waves the badge around her neck. Back outside, firefighter were dousing the beast with their water hoses, but that didn't work and the beast just consumes two firetrucks.

"Bring out the big guns!", Fanzone ordered. Soon, four SWAT officers appeared, while carrying fire weapons.

"On my signal!", Fanzone shouted out, before being interrupted by Isaac. "Captain Fanzone, wait! You don't want to attack this creature!", Isaac warned him.

"Watch me! Fire!", Fanzone told him, before commanding his officers to shoot at the insect. The SWAT officers fired missiles at the monster, but it just absorbed them.

Suddenly, the creature explodes into tiny chunks. "Ha, ha, ha! Smart bombs, they really pack a punch.", Fanzone said, before a chunk fell on his face.

The crowd soon cheers, thinking that they've won. However, the insect pieces began to form back together and one piece falls into the water.

The chunk falls down to the bottom and towards the sunken Autobot ship, where it enters through a crack. "Intruder alert! Intruder alert!", the ships computer said.

It then started to release the Autobots from their cryostasis slumber. Everyone then groaned and rubbed their heads, due to resting for so long.

"What's going on?", Serenity asked, while yawing. "More importantly, how long have we've been in stasis?", Optimus Prime asked.

"And what's with the alarm?", Bumblebee added, confused. Prowl then turned around and saw the insect chunk slithering into the room.

"Probably something to do with-", Prowl started to say, before the insect piece latched onto him. Serenity then used her wand to create a force field around the goo.

"Whatever it is, it's definitely got circuitry. And... uh... Something else.", Ratchet said. "Wonder what could it be?", Serenity said, while thinking.

Optimus then went over to the computer and said, "Teletrain One, scan the area. See what's going on out there." Soon, the ship deployed a surveillance camera to fly out of the ship and towards the surface.

It then showed the chaos that was happening before on screen. "Looks like those guys could use some help.", Bumblebee said.

"Oh! Those poor creatures! We have to do something!", Serenity said, with determination. "Eh. Even so, Seri, we don't wanna attract attention in case the Decepticons are still out there watching.", Optimus tells her.

"Teletrain One, scan the local lifeforms. We can take on their appearance and blend in better.", Optimus Prime said. "Sweet! A makeover!", Serenity happily said.

The surveillance camera then scanned the nearby vehicles for the Autobots. They each then enter a chamber that changes their appearance based off of the vehicles each change into.

"Autobots-!", Optimus Prime says, before Serenity coughed to get his attention. "Oh, right... Autobots and Seri! Transform and roll out!", Optimus Prime said.

Then, they all transform into their new vehicle modes. "Not bad, eh?", Optimus Prime asked his teammates.

"Sweet!", Bumblebee said, as he put a siren on top of his head. "Amazing!", Serenity said, with a smile.

"Impressive.", Prowl said. "Groovy!", Bulkhead said.

"Eh, it will do.", Ratchet said. They all then drive out of the ship, except Ratchet.

"Aren't you coming, Docbot?", Bumblebee asked. "Someone's gotta analyze this thing. Besides, who needs a bot with one servo in the scrap heap?", Ratchet says, before glaring at him.

"Not gonna let that one go, are you?", Bumblebee asked. "No.", Ratchet just told him, before Bumblebee drove away.

Back on the surface, things weren't looking to good for the humans, as the insect monster continued it's rampage. "All units! Fall back! We will engage with unmanned drones only!", Fanzone commanded.

Then, Optimus and the others surfaced and drove towards the monster. "Greetings, fellow bots! We are here to help.", Serenity politely said.

However, the group then gets knocked back by the creature. Prowl then goes in to attack, but Optimus stops him.

"Do not engage that thing, yet. Keep your scanners peeled out for Decepticons.", Optimus said. Just then, the drones appear and begin shooting at the beast.

"If those are Decepticons, we've got nothing to worry about.", Bumblebee said. "I don't think those are Decepticons, Bumblebee.", Serenity told him.

"What do those cowboys think they're doing down there?! You five! What part of fall back do you not understand?!", Fanzone angrily said. "Who are those guy? I want there names and I want their badges! I want their-! Hey, where are the drivers? How is my car driving by itself?!", Fanzone continued his angry rant.

Bulkhead then drives up to the monster, but it catches him with one of it's tentacles. "Any of you little bots know what this thing is? Or how to get it off me?", Bulkhead asked.

Bumblebee and Serenity both then drive through the tentacle, freeing Bulkhead. "Can anybody talk on this planet?!", Bumblebee asked.

"Have patience, Bumblebee! I'm sure there's someone out here that can talk to us.", Serenity says, trying to calm down her fellow Autobot. Meanwhile, Sari is seen chasing after her robot dog, who has her key card in it's mouth, again.

"Get back here! Sparkplug! Let go!", Sari says, as she tug-a-wars with her mechanical pet. While this was happening, Bulkhead, Bumblebee, and Serenity were all watching the scene from afar.

"What is that thing?", Bulkhead asked, confused. "Whatever it is, it looks so adorable!", Serenity said.

"Must be some kind of pet.", Bumblebee said. "Why would the four-legged bot want a pet that big?", Bulkhead asked.

"Don't know. But, let's go ask them!", Serenity said. The three dodge an attack from the beast and then drive up to Sari and Sparkplug.

Sari notices them and stares in shock. "Hi, little creature! My names Bulkhead. Did you loose your owner-bot?", Bulkhead cooed at Sari.

Unfortunately, Sari became terrified and screamed out loud. "Ahhh! That thing must be armed with some kinda high frequency sonic weapon.", Bumblebee screamed.

Serenity then slowly went up to her and said, "Hey, hey! It's ok! We don't me any harm! We're friendly! See?" This, however, didn't make Sari feel any better and she screams again louder, before running away.

"I think it's scared. Don't worry, little creature! Me and my pals aren't gonna hurt you.", Bulkhead said, as he chased after Sari. Sari continues to run away, until she bumps into one of the insect's tentacles and captures her.

She begins to struggle and scream in fear, as the tentacle lifts her up from the ground. "But that thing might!", Bumblebee said.

Then, Optimus and Prowl arrived next to the group. "What is that thing?!", Prowl asked.

"Whatever it is, it needs our help. Autobots! Transform!", Optimus Prime said. Soon, Serenity and the other Autobots transformed out of their vehicle modes and into their robot modes.

The crowd behind them all stare in absolute shock at the Autobots, while Issac looks through his binoculars at the captive Sari. "Sari! That's my daughter! Captian Fanzone, you must send someone in there to rescue my-", Isaac says, before Fanzone turns his head to see the Autobots.

Sari, meanwhile, continues to scream in fear, until she sees the Autobots below her. Optimus and Serenity both pull out their weapons, as Sari says, "Cool!"

Then, Serenity and the Autobots all charged in towards the monster. "Autobots! Attack!", Optimus Prime shouted out.

Optimus then throws his axe at the monstrous insect and Prowl throws his shurikens at the beast, too. "Why don't you pick on someone your own size?!", Bulkhead says, as he launches his robot cannon arm at the monster.

It knocks it back, causing it to let go of Sari. Sari begins to scream in terror, as she falls.

Luckily, Serenity uses her wand to help Sari land safety to the ground and into Bumblebee's arms. "Nice work, Princess!", Bumblebee said, with a smile.

"Thanks! Let's get the tiny creature out of here.", Serenity says, as she and Bumblebee run away, with Sari in tow. "Hi! I'm Bumblebee and that's Princess Serenity.", Bumblebee greeted Sari.

"Nice to meet you!", Serenity says, with a smile. "Whoa! A princess?! Awesome! Nice to meet you, too! I'm Sari!", Sari greeted them back.

"Oh, don't be! We like our names.", Bumblebee said. "No, Bumblebee. I think she means that's her name.", Serenity clarified.

"Right! Wow your so smart! Wait, what are you guys? And how's it like being a princess?", Sari asked. "Oh! We're Autobots!", Bumblebee told her.

Meanwhile, as the three talk, Captian Fanzone, Isaac, and the rest of the police force watch on in shock and confusion. "One of them yours?", Fanzone asked Isaac.

"No. But there is something oddly familiar about them.", Isaac said. "Not familiar enough to take any of your chances with your kid. All drone units! Engage the yellow and light blue robots! But, don't harm the girl!", Fanzone said.

Just then, small drone robots appear in front of Serenity and Bumblebee and then they start shooting at them. Bumblebee tried to swat them away, while Serenity used her wand to blast them away from her.

Back outside, the other Autobots are still trying to take the beast down, but to no avail. Bulkhead then threw his wreaking ball arm at the insect, but it just absorbed it.

"Boss bot! I've got a problem!", Bulkhead says, while he struggles to free himself. Optimus arrives and then uses his grappling claw to try and pull Bulkhead's arm free.

"Prowl! Lend a servo, huh! Prowl?!", Optimus Prime shouted out. Then, a shuriken is thrown their way and cuts the line, setting Bulkhead free, but knocking both him and Optimus over.

"He said "lend a servo!" not "slice a servo!"", Bulkhead said, annoyed. "Better that than leaving the rest of you to that thing.", Prowl told him.

"That wasn't your call to make, Prowl! We're a team, remember?! And we need to know if we can depend on each other!", Optimus Prime said. "Only two bots that I depend on. The princess and me.", Prowl said.

Prowl then launches himself into the air and starts slicing the insect monster, but if eventually grabs him and absorbs Prowl into itself. Meanwhile, Serenity and Bumblebee were having trouble keeping the drones away from them.

"I'm so sorry, Sari! Me and Bumblebee would love to stick around and chat, but we've gotta go.", Serenity says, as Bumblebee gently puts Sari down. Bumblebee and Serenity then use their powers to zap all the drones, while Sari watches in awe.

"It was nice meeting you!", Serenity shouted out, as she and Bumblebee run back towards the monster battle. "Ratchet! We need back up! Stat!", Optimus Prime says, through his communicator.

Back on the ship, Ratchet was still working on analyzing the monster goop. "I'm busy!", Ratchet told him.

"Ratchet, we need you right now! Your princess orders it!", Serenity yelled at him. "Typical royal and academy bots. That's a their problem and fix it.", Ratchet mumbled under is breath.

"If you'd two bothered to analyze the nanobots that control the thing your hitting, you've learned their programming causes them to interpret anything and any other metal, as an invading threat.", Ratchet told them. "Now, I can whip up a simple override command or I can come out and get my bottom whipped with the rest of you glitches. What's it gonna be?", Ratchet continued.

"Watch it...", Serenity warned him, with a scowl on her face. "Right! Uh, we'll go with plan A. But, hurry it up, ok Ratchet?", Optimus Prime said.

"At my age... This is as hurrying it up as it gets.", Ratchet says, as he gets to work on making the override. Meanwhile, the Autobots were still fighting off the insect beast, with Bulkhead holding back one of it's tentacles.

"Is anyone picking up Prowl's energy signature in there?", Bulkhead asked. Serenity then blasted one of the tentacles away, as she says, "Yeah, I am. But, it's faint!"

Meanwhile, Sari ran up to the top of the car parking lot and saw the battle going on below. "Ratchet to Prime and Princess. I'm beaming the override via Teletrain One. But these nanobots are so primitive, your gonna have to upload it manually. As far as I can tell from the scan, your creature has concentrated all it's higher command functions into a highly-protective central processor. Which means, the only way to deliver this fix is from inside that thing.", Ratchet explained to them, as he delivered the override key to the two.

"Seriously? We have to literally go into the monster, that just absorbed our friend a few minutes ago!", Serenity said. "What happens when that thing eats a whole ship?", Bulkhead asked.

"Well, lets upload this override before we find out. We need someone small and fast.", Optimus Prime said. Soon, everyone was looking at Bumblebee, knowing the answer.

"Why is everybody looking at me?", Bumblebee asked, confused. "Your the only one small and fast enough to get inside the monster, Bumblebee.", Serenity told him.

"Seri's right! But, we can only do it if we work as a team, Bumblebee. Bulkhead, Seri, and I will keep the creature distracted.", Optimus Prime said. "While I fly all the way up there, like a Decepticon?! As if!", Bumblebee protested, as he looked up at the monster.

"You can do it, buddy! With a little speed and a big ramp.", Bulkhead says, as he pointed to the car lot above them. "Ya know, all things considered... fixing space bridges and watching over the princess wasn't such a bad gig.", Bumblebee said.

"You got this, Bumblebee. Good luck!", Serenity says, as she kissed Bumblebee on the cheek, for good luck. This causes Bumblebee to blush as red as a rose and have a love-strucked smile on his face.

"Y-Yeah! T-Thank you, beautiful p-princess!", Bumblebee stuttered, in a dazed state. He then snapped out of it and then transformed into his vehicle mode and drove towards the car lot.

The monster's tentacle soon started to chase after Bumblebee through the car lot. "It thinks it knows what we're up to?", Bulkhead asked.

Optimus then extended his axe to lunge himself at the tentacle and kick it back with all his strength. "It certainly getting smarter. Smart like... Prowl! Bumblebee! Abort!", Optimus Prime said.

"Can't stop now! I'm almost at high speed!", Bumblebee told him, through his communicator. Then, the monster grabs Optimus, Bulkhead, and Serenity in it's tentacles.

They all try hitting at it, so that it could release them. But the tentacles wouldn't budge.

"That creature must of combined with Prowl's com-link. It's heard everything we're saying!", Serenity said. Soon all three Autobots were being absorbed into the creature.

"Oh yeah? Then heard this! Your going down!", Bumblebee says, as he drives off the side. He then de-transforms back into his robot form and leaps at the creature.

Sari gasps in suspense, as Bumblebee lands into the monster's mouth. Suddenly, the sound of the override key being inserted is heard and the beast flashes with a bolt of electricity.

The monster then turns into white mush and it disintegrates away. "Bumblebee! Serenity!", Sari shouted out.

Soon, all the Autobots (including Serenity) all fall to the ground. Serenity screams while falling, before being caught by Optimus.

"Seri! Are you alright?", Optimus Prime asked, worried. "I'm fine, Optimus. Thank you for saving me, though.", Serenity told him, before giving him a light kiss on his cheek.

Optimus blush red and smiled at Serenity, while the others watched on with jealousy. "Hey! I was wondering where it went to.", Bulkhead said, picking up his broken wreaking ball.

Optimus and Serenity then went over to Prowl, who was laying on the ground. "W-Wa... W-What happened...?", Prowl asked, a bit dazed.

"Your teammates just saved your circuits, Prowl. Whether you like it or not.", Optimus Prime told him. "Optimus, please! He's been through more than enough, today. Now, let's get you back up, Prowl.", Serenity says, as she tries to help Prowl up from the ground.

Suddenly, the two see that Prowl is greatly injured in the chest. "Prowl?", Optimus Prime asked, concerned, while Serenity gasps in shock and horror.

"We need to get him back to the ship, right away for repairs. Prime to Ratchet, prepare the metal lab! We got your back, Prowl.", Optimus Prime says, as he and the others transformed into their vehicle modes. "Bulkhead, please load up Prowl. Carefully.", Serenity says, while trying to hold back her tears.

Bulkhead then gently picked up Prowl and loaded him onto Optimus' back. "Autobots and Seri! Transform and roll out!", Optimus Prime said.

Meanwhile, Sari was running out of the car lot and towards Bumblebee and Serenity. "Bumblebee, Serenity, is that you guys?", Sari asked.

"Sari?", Bumblebee asked, as he turned around. "Oh! It's the cute little human again.", Serenity said, as she turned around too.

Sari then layed her whole body on top of Bumblebee's hood. "Oh my gosh! That was so amazing! I'm freaking out, because you two we're so cool to save everyone from the monster! I can't believe it!", Sari excitingly said.

"Sari, please, calm down! Take some deep breathes.", Serenity said. "Yeah, take it easy! Our friend's hurt real bad. We have to go. C'mon, Princess!", Bumblebee added.

But, Sari doesn't listen and instead goes to the side of Bumblebee's car, opens it, and gets inside. "But, I wanna know more about you. Let me come with you guys! Please! Please! Please! I wanna help!", Sari pleaded.

"Me too! But me and the