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- Japanese title: "The Scattered Destron Army"
After a brief recap of the prior episode by Alpha Q, Bruticus Maximus attacks the Super Energon chamber. Kicker and Hot Shot leave to go find help while Superion Maximus holds off the attack. However, Kicker trips over some Terrorcon wreckage and finds himself sliding down a long tunnel. Hot Shot is oblivious to Kicker's fate and continues on. Kicker sees Snowcat and Demolishor talking in an underground chamber - the attack by Bruticus Maximus was a diversion. He attempts to radio Optimus with this information but picks up a strange signal instead. Tracking this signal, he finds Mirage hold his family in a Cyber Cage. He tricks Mirage into thinking that Megatron is coming to do an inspection, causing him to frantically attempt to clean up the place. During the confusion, he frees his family using the Omnikey he picked up earlier. Hot Shot encounters several dozen Terrorcons attacking Optimus Prime. He joins the battle and drives them away, causing Optimus to remark that Hot Shot has done much to earn his trust. Meanwhile, Demolishor sees a glint of light coming from an abandoned corridor. He and Snow Cat open the chamber only to gasp at what's inside.
Original airdate: 12 November 2004 (Japan); 11 February 2005 (North America)
(Numbers indicate order of appearance.)