Following their defeat of Megatronus, the Autobots are visited by Micronus, who comes to take back the power the Primes lent Optimus. The process greatly weakens the legendary hero, who nonetheless insists on remaining an active part of the team. Feeling there are too many Bots around to make one efficient squad, Bee splits the team in two, with one to deal with Decepticon threats near the Scrapyard, and the other to travel the world looking for fugitives. Optimus takes charge of the away team, which is sent to the polar ice cap to capture polar bear Decepticon POLARCLAW, but the teammates under his leadership are uncertain of his capability. At the same time, the home team contends with OVERLOAD, a Decepticon with a score to settle with Optimus, who's forgotten the pounding he once gave rookie Bumblebee. Bee hasn't forgotten, however, and demands to face Overload alone.

Bumblebee's emotions cloud his judgment in his fight against Overload, and the Decepticon and his two Mini-Cons have the Autobot leader on the ropes. At the same time, Optimus' diminished strength gets his team in trouble, sunk to the bottom of a frigid ocean after blowing their pursuit of Polarclaw. For Sideswipe, it's proof Optimus isn't capable of leading, but Optimus demonstrates his knack for strategy, concocting a plan that ultimately brings the Decepticon down. Meanwhile, Bee finally realizes his emotional, direct approach won't work against Overload, and he cleverly co-opts some help - Overload's Mini-Cons - in bringing his enemy down.

Steeljaw, recovered from his defeat at the hands of Megatronus, returns to his goal of making Earth a Decepticon homeworld, and learns from an uninterested recruit that there is another community of Decepticons on the planet - living on the cloaked remains of a Cybertronian starship in Crown City Bay! Meanwhile, the Autobots track an ore-scavenging Decepticon named Saberhorn to an old steel mill, where the fugitive apparently is working to convert the ore into metal for repairing a Cybertronian ship. Russell's urge to collect trophies from the Bots' missions nearly gets him sliced and diced by the swashbuckling Saberhorn, and while the Autobots rescue their human friend, Saberhorn manages to get away.

When Strongarm makes a mistake she decides to put herself out of action, but the team needs her help the most against the arsonist Decepticons Crazybolt and Slicedice.

Windblade tries to prove herself to Optimus Prime against a predatory Decepticon.

Grimlock tries to make himself smarter through an experiment to increase intelligence, but it goes wrong.

Steeljaw allows himself to be captured by the Autobots, spinning a story about being defeated by a Decepticon named SCORPONOK. Bee, Strongarm and Grimlock venture out to find this mystery fugitive, and Steeljaw takes advantage of their absence to escape and free some of his former Pack-mates. Meanwhile, the Autobots meet and battle Scorponok, along with old foes Crazybolt and Slicedice, learning that Scorponok apparently wasn't a prisoner on the Alchemor. The Bots defeat the Cons with some trickery of their own, and pledge to learn the truth about where Scorponok really came from.

Bumblebee takes a night off to see a concert, but Bisk attacks.

Grimlock nearly reveals his existence and Bumblebee confines him to the base. But Bumblebee needs his help when he and Strongarm themselves get imprisoned.

As Fixit resumes his work to repair the ground bridge, it malfunctions as two of the most deadliest deceptions are teleporters to earth with bumblebee trapped in an alternate dimension.

Jetstorm and Slipstream try to earn their mentor Drift's approval when the Autobots go up against the Decepticon commander Stockade.

An old friend arrives to aid the Autobots as they finally discover the Decepticon ship and its inhabitants.

The Autobots and Decepticons face off for a climactic battle.