Lipoles are (most of the time) small, flying, bat-like creatures, except when they're huge, walking, slavering bat-like creatures. They are native to Jupiter's moon of Io. They can transform into explosive missiles and fling themselves at predators.
Blurr and Wheelie crashed on Io while bringing Metroplex's transformation cog to Earth. As they awaited rescue, one of the gigantic, radioactively glowing, acid-dripping, metal-crunching lipoles emerged from a crater, picked up one of their discarded weapons, and devoured it for a light snack.
Shortly thereafter, a swarm of the tiny, mildly annoying lipoles attacked them until Marissa Faireborne arrived to rescue the pair. She landed and drove the swarm off with a handgun, but the lipoles transformed into suicidal missile mode and destroyed her ship, leaving the Autobots and human stranded, though apparently alone.
Despite having all destroyed themselves, the swarm continued to beat Blurr, Wheelie, and Marissa viciously about the head and shoulders. Finally, Sky Lynx effortlessly rescued the trio from the creatures' pitiful, if ravenous, clutches.
- Though the Lipoles appear mechanical—their transition to missile-mode is even accompanied by the "Transformation" sound—Marissa Faireborne refers to them as "bags of protoplasm," and she seems in a position to know.