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During a battle over a new Mini-Con, Hot Shot and Sideways are accidentally teleported to the Decepticon moonbase. Will they be able to survive by depending on each other?


At another battle for a precious Mini-Con, the Autobots and the Decepticons face each other, with Scavenger suspiciously absent. When Sideways and Hot Shot press forward, Starscream retreats, while Cyclonus and Demolishor also unenthusiastic about the notion of going against the Star Saber. With all the Decepticons literally running away (having apparently forgotten their alt modes), Prime and Smokescreen look for the Mini-Con.

At the battlefield, Sideways announces he's found the Mini-Con, causing him to be rushed by Megatron who sits on the bike. Megatron is able to grasp the Mini-Con, but Sideways in turn holds onto Megatron. And Hot Shot uses his hyperdrive to grab on to Sideways. Together, the three are all caught in Megatron's teleportation back to the Decepticon base. Scavenger, who was apparently passively monitoring the fight from a distance, considers the teleportation "An interesting turn of events." Prime and Smokescreen are left to look for their partner.

On the Moon, Megatron is unable to awaken the Mini-Con; finding the panel to be a fake, he crushes it into dust. Then Sideways reveals (via a retroactive foreshadowing flashback) to Hot Shot that this was all part of his plan to get Hot Shot inside of the Decepticon base so that he might eliminate the Decepticons. Cyclonus and Demolishor arrive and Megatron orders the battle to begin again.

Scavenger returns to the damaged Decepticon base. Sideways and Hot Shot take cover in a hallway and the Decepticons lead the two Autobots outside, revealing that the Decepticon base is on the moon. The duo follow the Decepticons knowing that they might be heading into a trap. Megatron's disembodied voice taunts Hot Shot. Soon, the couple are surrounded by shadowy figures, and when Hot Shot attempts to plow through one of them to get clear, he sees that one the shadows is Optimus Prime. Or is it?

After attempting to converse with a suspiciously hostile Optimus, Sideways points out that the Optimus Hot Shot is talking to isn't actually Optimus at all but actually a clever ruse. The two take cover in a Moon hole and the two agree to split up to defeat the holographic doppelgangers.

Megatron meanwhile announces that whomever can claim the Star Saber from Hot Shot is allowed to keep it. Hot Shot and Sideways finish off the holograms and Hot Shot briefly hops on Sideways' bike mode as the Decepticons begin their attack. Hot Shot leaps off of Sideways, cutting off Cyclonus's rotor, and knocking over Demolishor as he lands, ready to duel Starscream.

Starscream gains the upper hand against the exhausted Hot Shot, but Megatron reveals that he's taken Sideways prisoner and is ransoming him for the Star Saber. Hot Shot is conflicted, but concedes that it's his duty to save Sideways and gives up the sword. Megatron releases Sideways, but before he can claim the Star Saber, Hot Shot verbally commands the three Mini-Cons to separate and return.

At that moment, Sideways changes sides, knocking the Star Saber away from Hot Shot to Starscream. Sideways changes his head and logo, and Hot Shot emotionally laments how he was easily deceived. Cyclonus and Demolishor literally kick Hot Shot while he's down. Starscream is about to kill Hot Shot to earn the Star Saber, but Scavenger arrives and suggest that Hot Shot has had enough.

Back at the Autobot base, the Autobots and kids have been anxiously waiting. While Carlos, Billy, and Fred believed that Hot Shot would easily defeat the Decepticons, the rest of the Autobots weren't so optimistic. However they were forced in a passive position as they were unaware of the location of the Decepticon base. When Hot Shot arrives in brutal shape and falls offline, Red Alert rushes to provide aid.

Starscream celebrates his new sword, gloating that he is undeniably the most powerful warrior in the universe. This causes an enraged Megatron to destroy the monitor he was watching Starscream upon, eliciting a laugh from Sideways.


Original airdate: December 27, 2002 (North America)

Written by: ???

Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans Others



"Where is Scavenger when you need him?"
"There's no sign of him anywhere, Megatron sir!"
"Probably ran away with his tail between his legs."
"I wouldn't put it past him."
"Are you gonna have a tea party or fight?!?"

-- Megatron, Demolishor, Cyclonus and Starscream discuss Scavenger's absence from the battle as Hot Shot interrupts.

"I never issued any order to evacuate, you fool! Fire! Snap out of it, men! Strafe that Autobot!"
"We don't stand a chance against the same sword that inflicted so much damage on you!"
"Ahh, give him a break. He's still licking his wounds from the last battle! Hehehe..."
"Is absolutely everyone trying to undermine me? [laser blast from Sideways almost hits him] AHH!"

-- Megatron, Demolishor and Cyclonus.

"I love that save the universe stuff. I mean - way cool!"

-- Fred

"Meddling Matrix!"

-- Megatron, as he delivers a kick to Hot Shot's face.

"Come on Star Saber, it's time to shut down this user's past due account!"

-- Lame computer pun courtesy of Hot Shot.

"The sword's stayin' with me, pal. Now get your microprocessors out here!"
(laughs) "Want to play the hard way, do you? Well, suits me just fine, I'd love the chance to initialize your disc."

-- Hot Shot and Megatron complete with a bad computer pun.

"Hyperdrive! Coming through! Drop or be dropped scuzzy breath! [Charges at a hologram, which turns out to be Optimus. Laughs weakly.] Uh, Optimus! Hehe, hope you didn't take it personally..."

-- Hot Shot

"This is officially gettin' freaky!"

-- Hot Shot, coming face to face with a hologram version of himself.

"It was a trap. I can't believe I didn't realize it until now."
"Which is why you, of all bots don't deserve to possess the sword."

-- Hot Shot and Megatron

"Still reeling from the shock of it all are you now? Why don't I help bring you back to reality! [begins stomping and kicking Hot Shot]"
"I'd be glad to lend a hand!"
"[laughs evilly] Give the Autobot some special Decepticon attention."

-- Demolishor, Cyclonus, and Megatron

"...Do me a little favor: I need you to put that punk out of his misery!"
"Yes sir."
"Stop right there. There's no need to finish him off."

-- Megatron and Starscream prepare to destroy Hot Shot when Scavenger intervenes.

Other Notes

Animation and/or technical glitches

  • The quality of animation at the beginning of the episode is very poor, but suddenly improves after the scene at the Autobot base.
  • As Hot Shot, Sideways and Megatron are beginning to warp the Star Saber is missing from Hot Shot's hand.
  • While the Hot Shot and Sideways are fighting the combat simulator holograms and the Decepticons discuss that they need to steal the Star Saber, Demolishor is one of the holograms shown in one of the scenes. It may just be that the simulator chose a hologram of him, but one would think it should be an Autobot hologram like the rest.

Continuity errors

  • At the very beginning of the episode, the Decepticons diss Scavenger for not being in the battle, which is odd given that he has been at the forefront of their battles in the past two episodes.
  • Starscream has never actually been shown to have possessed the Star Saber at any point prior to this episode.
  • After Hot Shot slices it off, Cyclonus either reattaches his propeller, grows a new one, or lucks into a continuity error.
  • The Autobots don't know where the Decepticon base could be despite Red Alert saying their base must be on the moon in the second episode.


  • Amazingly, the entire scene where Megatron and Sideways fight over the fake Mini-Con panel is animated with both characters in compromising positions, with both voice actors David Kaye and Paul Dobson making mostly grunting sounds, a dream come true to fangirls of both characters and actors.
  • This episode reveals that Sideways' motorcycle body appears to be the host for the Mini-Con Sideways head/helmet, as it briefly speaks in an almost low-intelligence manner before the Mini-Con head re-establishes control.

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