Metamorphosis.The two robots battle it out for the Mini-Cons while the kids and High Wire decide to make their escape. As they try to outrun the two Decepticons, Demolisher and Starscream materialize in front of them, while on their other side the two Autobots, Red Alert and Hot Shot appear. The children are led back to the cave by High Wire and Optimus manages to hit Megatron hard enough to send the Decepticons into retreat. At the Moon base, Cyclonus takes snaps when the other 'Cons return empty-handed. He declares to Megatron that he can find the Mini-Cons and sets off at once to search. Back on Earth the kids find a passage to the Mini-Cons' ancient spaceship, where Carlos and Alexis awaken their own Mini-Cons. Carlos' Grindor turns into a skateboard while Alexis' Sureshock becomes an electric scooter. After a while they decide to take them out for a spin. On the Moon, Megatron finds his own old Mini-Con partner (named Leader-1) and demands why Cyclonus didn't see it. After giving him a lesson, he tells Leader-1 to show his power, and the Decepticons are astonished. Then Megatron demonstrates to his subordinates their new Earth vehicle modes. Starscream now can transform himself from robot to a supersonic jet-fighter, Demolisher can become a self-propelled gun, Cyclonus looks like a military helicopter. Megatron himself transforms into a tank. And now they leave for Earth. As the kids come over a rise they find Megatron and his guys. They try to run away, but the Decepticons encircle them. It seems to be no escape for them. Unexpectedly Optimus Prime drives up to them, knocks Megatron and Demolisher down and takes the children and the Mini-Cons away. He and the other Autobots are disguised as the Earth cars. They are ready to fight the Decepticons.