Hot Shot partakes in the second race on the Speed Planet. Meanwhile, Overhaul is determined to beat Scourge.
On the Jungle Planet, Overhaul fights Scourge. He appears to have won, before Scourge activates his Cyber Key and uses his fire attack to turn it around in his favor. Snarl decides that it is going too far, and leaps from the sidelines to knock Overhaul away from what would have been the finishing blow.
Meanwhile, the second race is about to begin on Speed Planet. The first section of the track is very narrow and so Hot Shot, seeing that he wouldn't be able to pass anyone for a while, takes the lead with Dirt Boss and Override trailing behind. Ransack, being small, manages to move to the front of the second group. Hot Shot moves toward the obstacle section of the track and finds a length of stairs which are very difficult to drive down. Override comes up behind and transforms, mocking Hot Shot's failure to think of doing so as she runs past. Ransack catches up and leaps over the front group, taking the lead. He takes the opportunity to sabotage the signs, sending everyone else on the eponymous detour. Hot Shot realises this too late, so he and Dirt Boss decide to jump down to the correct road beneath the one they're on. Override is reluctant to believe Hot Shot because she sees no reason why he would tip her off, but he assures her that he wants to win because he's the best, not because of a dirty trick.
Back on the Jungle Planet, Overhaul is attempting to build a resistance to Scourge's fire attacks by dipping himself in lava. Snarl pontificates about violence only breeding more violence, and Overhaul responds by yelling at him for interrupting his earlier fight, thus marring his honour. Some people got no gratitude.
At the race, Hot Shot and Override are alone at the fore participating in some banter. Trailing far behind are Red Alert, Landmine and Clocker, who is exhausted after failing to pace himself earlier; Ransack and Crumplezone are coming up on the lead however, and take the opportunity to cheat by firing missiles on the tunnel ahead, collapsing a part of it. Override's vision is blocked by the dust, causing her to crash and land in the path of a huge rock. Hot Shot transforms and smashes the rock to her confusion, as he could have easily won the race. He explains that it's the Autobot spirit to always help others in need, before rejoining the race. Override watches him go and considers. Dirt Boss wins the race, followed by Hot Shot in second. Optimus praises Hot Shot, but on Earth Bud complains that he should have won instead of helping that girl.
On the Jungle Planet, Overhaul challenges Scourge once again after making short work of his minions. As they fight, Megatron appears behind Snarl and attacks him for his earlier interference. Overhaul is distracted by Snarl's plight, and Scourge takes the opportunity to use his fire attack. However, thanks to his training Overhaul can now withstand the attack. Seeing this, Megatron kicks Snarl into him and tells Scourge to destroy them both. Just before Scourge's axe lands on Snarl, Overhaul takes Scourge's blows like a shield for Snarl and has an epiphany, scanning the image of and being reformatted into a lion by the Cyber Planet Key. He knocks everyone down and runs off with Snarl to an isolated edge, before announcing his new identity: Leobreaker.
Original airdate: ???
Written by: ???
"I have embraced my destiny. I am of Jungle Planet. I'm Overhaul no more, now I AM LEOBREAKER!!!"
- "Cyber key power!": 10
Animation and/or technical glitches