The episode opens up in the city of Detroit, with the loud sounds of cars honking their horns, heard in the background. Cut to a huge traffic jam on the free-way and an annoyed man angrily shouting out, "C'mon! Move it! I might as well be walking here!"

"Hey, good idea!", Bulkhead said, showing that he was in his vehicle form, right behind the man. He then de-transforms into his robot mode and walks away, shocking many of the drivers he passes by.

Meanwhile, at a nearby park, Prowl is seen standing by a statue peacefully. Then, two teens approach him with one saying, "Look! It's one of those Autobots!"

Prowl sees them and looks kinda confused, at first. He then begins to feel his head and realizes that he has gotten pigeon poop on top of his head.

Cut to Serenity, who is seen taking a walk down the street. Suddenly, she is stopped by a little boy, who kindly asked, "Excuse me? Can I have your autograph, please?"

Serenity smiled and said, "Sure! Uh... What exactly is an "autograph"?" The boy handed her a pen and pointed to the piece of paper in his hand, indicating she needed to sign her name.

Slowly understanding what he meant, Serenity then wrote her name in beautiful cursive and handed the pen back to the small child. "Thank you!", the little boy beamed, as he ran away with a smile on his face.

"No problem, young organic human!", Serenity says, waving her hand. Just then, she felt someone tap her shoulder and Serenity turned to see many other admirers, who also wish to have her autograph.

"Miss Serenity! Can I have your autograph?", one male asked. "No, wait! Do me first! I'm your biggest fan!", another male shouted.

They all soon started surrounding Serenity, which made her feel uncomfortable with all the attention she was getting. Quickly, she ran away screaming, as her many admirers and followers chased after her.

"AAAHHH!!!", Serenity screamed, as she ran away from the huge crowd and hopefully to find her other fellow Autobots. Elsewhere, Bumblebee is seen in his vehicle mode at a local burger joint, ordering himself some food.

"Welcome to Burger Bot. May I take your order?", a man asked, through a microphone. "This is how we humans fuel up.", Sari tells Bumblebee.

She then sticks her head out the window and says, "I'll have a Big Bot Burger with large fries and a Robo-shake." "That'll be $10.95, please. Would you like a pie with that?", the man said.

"No thanks.", Sari told them. Suddenly, the menu sign turns into a robot and opens up it's chest compartment, showing the meal Sari ordered.

"Big Bot Burger, large fries, and Robo-shake. Have a burgerific day.", the man said. Meanwhile, Ratchet was in his vehicle mode and parked at a "No Parking" sign.

He had many traffic tickets on his front window. Then, a police officer approached Ratchet and gave him another ticket.

Ratchet then transformed into his robot form and says, annoyed, "Hey! Can't a bot get a stasis nap around here?!" He then removes the traffic tickets from his chest and throws them away, before walking off.

Cut to a playground, with children laughing and playing around the area. "We Autobots and Serenity are programmed to respect the source of life and protect it at all cost. For us, that means one thing... the Allspark.", Optimus Prime explains to Sari, as he looks at the children playing.

"Yet you organics are life. Which means we must protect you, as well. But, how is it you are able to make these new... smaller organics?", Optimus Prime asked, as he pointed to a baby in a stroller. Sari then leans into his ear and whispers something to him, which causes Optimus to look shocked and blush bright red.

He also wondered if he could possibly do that with Serenity and maybe make a mini version of them together, which causes him to blush even more. Sari then saw the look Optimus had and giggled, knowing that he was probably thinking of the Cybertronian princess, as he has a huge crush on her.

The scene then changes to an old, run-down factory in the nighttime. "You guys need a home base and a ship at the bottom of Lake Erie is... way too far away. Then I remembered this place! My dad got it in a merger, he doesn't even know he even owns it.", Sari said.

Optimus turns on a flashlight and the Autobots and Serenity looked around. "So, what do ya think?", Sari asked them.

"Uh, it looks... nice.", Serenity says, trying to sound not too mean. "I think this is what you organics call a "real fixer-upper"?", Bumblebee asked Sari.

"Anywhere where I can power down for a few megacycles is ok and fine with me.", Bulkhead says, while yawning. "Still, we should at least clean this place up a bit.", Serenity said.

Suddenly, Sari and the other Autobots heard the sound of sirens coming not too far away. "Sounds like someone needs help. Autobots!", Optimus Prime said.

"I know, I know... Transform and roll out.", Bulkhead tiredly said. Soon, Serenity and her fellow friends all transformed into their vehicle modes and drove off towards where the sirens were.

The scene changes to a large building on fire, with firefighters trying to put them out. Then, Optimus and Serenity both arrived on the scene and used their powers to stop the fire from spreading.

"We're live on the scene, downtown. Where the Autobots, once again, are earning their title as, "Detroit's Newest Superheroes".", a news robot says, as they are filming the scene below them. Cut to Ratchet and Serenity using their powers to prevent bricks and falling derby to come down onto the civilians.

Once the fires finally stopped, the crowd cheers, as Serenity and the Autobots stand proudly before them. Meanwhile, up above the city, Starscream is seen watching the entire event from Megatron's ship.

"Enjoy it while you can, heroes! You're about to take a fall!", Starscream says, as he smiles evilly. The scene then changes to an airport, in the daytime.

"We at Sumdac Systems continue our commitment to moving Detroit forward, with this fully automated rapid transit system, capable of speed over 300 miles per hour.", Issac said, as he stood with Captain Fanzone, the mayor of Detroit, and the Autobots. "If humans wanna move so fast, why aren't they building wheels like us?", Bumblebee asked Bulkhead and Serenity.

"Because, humans aren't like us, Bumblebee. Their organic, not robotic.", Serenity told him. "I want to thank the mayor, police captain Fanzone, and especially our city's cybernetic superheroes for attending this magnificent grand opening ceremony.", Issac said, as the crowd cheered.

"They keep calling us heroes, but I don't feel like a hero anymore than I did repairing space bridges and keeping Serenity safe back on Cybertron.", Optimus Prime said, looking down sadly. "In my experiance, heroes usually end up on the repair table of the scrap heap. And I'm not ready to join the well of Allsparks just yet.", Ratchet tells him.

Cut to above them as the air show for the ceremony begins. "Unidentified aircraft entering US airspace over Michigan! Identify yourself or you will be treated as a hostile!", an air pilot says, through his communicator.

Suddenly, two large energy beams shoot from the clouds and towards the jets, taking one out if the process. "You haven't seen a hostile yet!", Starscream says, as he shoots down two more jets.

"Mayday! Mayday!", another pilot shouted out, as he swerves to get clear of Starscream and shoot him from behind. "This is getting annoying!", Starscream said, as he flies back and goes behind the lone aircraft.

He then latches onto the side of the jet and scans it to take it's form. "Best to continue my searches, incognito.", Starscream said.

Back at the ceremony, Issac was continuing to give his speech. "If you would kindly direct your attention overhead. Please enjoy the aerial acrobatics of the Crimson Angels!", Issac said, as seven red-colored jets fly from above.

The crowd looked on in awe and amazement. "Wow! They look so majestic up in the sky.", Serenity says, in awe.

"I agree! For once, something that flies that's not a Decepticon.", Bumblebee said. "Odd? I thought I only paid for six jets.", Issac asked himself, confused.

Suddenly, one of the jets (Starscream) comes flying towards them. "Is that guy nuts?! He's heading straight for us!", Bulkhead said, shocked.

"No! It couldn't be!", Ratchet says, shocked. Then, Starscream transformed into his robot form and fired a laser beam at the group.

"Look out!", Serenity shouted out, as she and the others ducked for cover. However, the force of the blast sent Optimus, Bulkhead, Ratchet, and Bumblebee all crashing to the side of the wall.

Soon, Starscream landed in front of our fallen heroes, as they all watch in total shock and horror. "Greetings, Autobots and Princess Serenity! Mind if I crash the party?~", Starscream says, with a sinister smile on his face.

"A Decepticon? Here?!", Optimus Prime asked, shocked and surprised. "The name is Starscream! Exulted leader of the Decepticons!", Starscream said.

"Wait a minute! I thought Megatron was the leader?!", Serenity asked, confused. "Yeah! How did you become their leader?", Bulkhead asked.

"Silence, Autobot stiff!", Starscream yelled out, as he fired a laser beam at Bulkhead. This causes him and Bumblebee to be knocked back to a wall.

Suddenly, the structure of the building began to collapse and was about to fall on top of the duo. Luckily, Serenity used her wand to hold the falling derby, while Optimus and Ratchet carried Bulkhead and Bumblebee away.

Starscream then fired another laser at the Autobots, except Serenity. Then, Prowl runs over to the Decepticon to attack, but Starscream takes flight.

"You can run, Autobots! But you can't hide!", Starscream shouted out, as he continued to fire at Prowl. He dodges his many attacks, however, and then leaps into the air.

Starscream then goes to attack Prowl, but he uses one of his holograms and surprise attacks him. Prowl plunges one of his shurikens into Starscream's back.

Starscream, however, manages to get Prowl off his back and lets him fall to the ground. "Don't worry, Prowl! I got ya!", Serenity says, as she uses her wand to stop him from his continued fall.

"Thank you, your highness. I am forever in your debt.", Prowl says, in relief. This causes Serenity to blush a bit at his words.

"I expected a little more of a challenge from such "great heroes". Although, the princess here has shown some very impressive skills, so far.", Starscream said. Then, Optimus launches his grappling gun at Starscream, that wrapped around his legs.

The two struggle against each other, before Starscream flew up higher into the sky, taking Optimus with him. "Optimus!", Serenity cried out.

"I'd thought for sure you would've let go by now. Oh, well... No matter.", Starscream says, as he fires a laser beam at Optimus.

The laser cuts through the rope of the grappler gun and Optimus then falls down to the ground. "You alright, Prime?", Ratchet asked, as he and Serenity both ran over.

"I'll live...", Optimus Prime weakily said. "You call yourselves heroes? You think you've defeated the great Megatron? You did no such thing! I defeated Megatron!", Starscream proudly tells them.

"What? Why?!", Serenity asked, shocked. "I planted the device that overloaded his circuitry! His fate was sealed before he even reached your ship! I did it so that I may become leader and lead the Decepticons to glory! That, and have you to myself, dear princess!~", Starscream told her.

Serenity scrunched back, in horror and disgust by his words. "He's lying! Isn't he?", Bulkhead said.

"Now hand over the princess and bring me the Allspark, Autobot scum!", Starscream demanded, as he held his weapon at them. "I have no idea what you're talking about. And you're not getting Serenity!", Optimus said.

"Really? Well then, I'll just have to destroy these puny creatures for no good reason.", Starscream tells him, as he flew up in the air and aimed his weapon at the mayor, Sari, Prof. Isaac, and Captain Fanzone.

"NO!!!", Serenity screamed out loud, as Starscream started firing at the civilians below. The mayor, Prof. Isaac, Sari, and Captian Fanzone all rushed towards the transit train, but Sari gets struggles to run fast enough and is almost hit by the laser.

"SARI!!!", Bumblebee and Serenity both yelled out, as they rush to protect Sari. Unfortunately, Bumblebee and Serenity both take a hit from the laser and fall unconscious.

"Bumblebee!! Serenity!!", Sari cried out, as she rushed to save her two new friends. However, Starscream grabs both Bumblebee by the arm and puts Serenity over his shoulder, before flying off.

"Now, lets try this again... Bring me the Allspark, Autobot scum! Or you'll never see your beloved princess and this useless bot again!", Starscream said, showing that he has Serenity and Bumblebee, as his captives. "My name is Optimus Prime! And I'm prepared to sacrifice my life to defend the Allspark and Princess Serenity!", Optimus Prime told him, with determination.

"But are you willing to sacrifice her and this thing?", Starscream asked, as he roughly threw Bumblebee down to the ground, where the four people trapped are. Starscream then gently place Serenity's body nearby and then flew back towards the Autobots.

"You Autobots and your pathetic heroics... You have one megacycle to bring me the Allspark! If not, this vessel and all it's contends, human and/or Autobot, will perish!", Starscream threatened them, as he lifts the transit train (holding Captain Fanzone, Prof. Isaac, the mayor of Detroit, Bumblebee, and Serenity) and begins to fly off.

"Then, I will tear this planet apart, until I find the Allspark myself!", Starscream says, as he placed the train on top of a building. "Give up the Allspark or give up Earth and Seri? How am I suppose to decide?!", Optimus Prime asked, distressed.

"Heroes are the ones who make the hard choices.", Ratchet told him. "Maybe Ultra Magnus was right, maybe I'm not programmed to be a hero.", Optimus Prime sadly said.

"You're not alone. A wise bot once told me, "A machine is stronger than it's component parts". Only I had to learn that the hard way...", Prowl said. He then puts his hand out and the others did the same, too.

"Ok! So, here's my plan...", Sari said. However, the Autobots just walk away and leave to face Starscream.

"What?", Sari asked, as she chases after them. "Uh, thanks... But, I think we'll handle this one, Sari.", Optimus Prime said.

"But, you haven't even heard my plan! You guys keep Starscream distracted, while me and Prowl sneak aboard the train car. Then, I use my key to revive Bumblebee and Serenity, free the hostages, and catch Starscream totally by-", Sari explained, before Optimus cuts her off. "No! It's too dangerous!", Optimus Prime told her.

"My dad's on that train and so are the two bestest friends that I've ever had! And I'm not gonna lose both of them!", Sari says, before crying. "She's sprung a leak.", Bulkhead said.

"It's called, "crying". It's something we humans do when we feel sad or scared or totally helpless to save the people we care about the most!", Sari says, in between her sobs. "Alright! I'll consider your plan.", Optimus Prime reluctantly said.

"It's also a really useful way for us to get what we want.", Sari says, no longer crying. "I said, I would consider your plan. But unless one of us just recently learned how to fly, we're gonna need to bring Starscream down to us. And there's only one thing, other than Serenity, that will lure him.", Optimus Prime said.

"Starscream!", Optimus shouted out. Starscream then turns to face Optimus.

"We have what you want.", Optimus Prime said. Bulkhead then unloaded the Allspark container from Ratchet.

"Now, release Serenity and the hostages!", Optimus demanded. "Leave the Allspark unguarded or I'll take the princess and destroy them all!", Starscream ordered them.

"Release the hostages and Serenity, now! Or I will destroy the Allspark!", Optimus Prime told him. "Don't try to deceive a Decepticon, Autobot. We are the masters of deception!", Starscream says, as he flies down to the ground.

Meanwhile, Sari and Prowl we're both hiding behind a large billboard. "Hold tight!", Prowl says, as he grabs Sari.

The two then flew off towards the top of the building, while Optimus and Starscream continued talking. "You think I'm bluffing?! Bulkhead! Ratchet! Step aside!", Optimus Prime says, as he pulls out his weapon and was about to throw it at the Allspark.

"Wait!! Let's not be hasty, shall we?", Starscream said, as he flew up towards Optimus. "What is going on out there?", Captain Fanzone asked.

"A rescue! That's what!", Sari says, as she appears in front of the window of the train car. "Sari! How did you get up here?", Isaac asked his daughter.

"Same way your getting down.", Prowl told him. He then grabs all the hostages and flies down towards the ground.

"This is why I hate machines!!", Captain Fanzone shouted out, as they flew down. Sari then stands in front of the unconscious Bumblebee and Serenity and inserts her key in Bumblebee first.

"C'mon, Bumblebee! Wake up!", Sari says, as she begins to tear up. Soon, Bumblebee instantly gets up and slams his head to the roof of the train car.

"When you wake up, you really wake up!", Sari commented. She then took the key out of Bumblebee and went over to Serenity, so that she could put the key in her.

Once Sari did that, Serenity slowly opened her eyes and began to rub her head. "Uh... My head... How long was I out for?", Serenity asked, as she groaned.

"About 20 minutes or so. I'm just glad you guys are back", Sari told her. Meanwhile, Prowl was continuing his descent down to the bottom and landed on one of the billboard blimps.

This causes Fanzone to make a sound and accidentally alert Starscream. "What is this? Someone tampering with my hostages and princess?!", Starscream said, as he flew up to investigate.

However, Ratchet stops him with his energy powers, with holds back Starscream. "Not... so... fast!", Ratchet grunted out.

Starscream then quickly moved around in the air, causing Ratchet to accidentally let go and fall on his butt. Soon, the Autobots begin to attack and keep Starscream busy.

Having enough, Starscream transformed into his vehicle mode and flew towards the top of the building. Bumblebee and Serenity both used their powers to try and hold him back and Prowl throws his shurikens at Starscream, too.

"No! You Autobots want to fight dirty, do you?! Then, you better be prepared to go all the way!", Starscream angrily shouted out. He then fired a laser beam at Bumblebee, not Serenity, which hits the side of the train car (with Sari inside).

Suddenly, the train car slides to the side and was about to fall off the building. Bumblebee, Serenity, and Prowl all work together to try and keep the train from falling down.

"Guys..?", Sari asked, terrified right now. Starscream then fires a blast at the three Autobots from behind, that causes them all to accidentally let go.

"SARI!!", Prowl, Bumblebee, and Serenity all yelled out, as Sari screamed in fear. "Serenity!!", Optimus Prime shouted out, in horror.

"There! The train is released! Ashamed that the princess won't make it, but I still kept my end of the bargain. Now it's your turn to keep yours!", Starscream said, before he flew to where the Allspark was.