The Autobots clash with Decepticons Lugnut and Blitzwing, who come to Earth searching for their missing leader, Megatron.
- German title: "Die alten Waffen" ("The Old Weapons")
- Japanese title: "Fierce Battle at the Bottom of the Lake" (湖底の激戦 Kotei no Gekisen)
A lunar rover examines recent seismic activity on the Moon's surface and stumbles upon the crashed Nemesis. As it moves in for a closer look, a huge, unidentified object lands on the rover and crushes it. The huge thing turns out to be Lugnut. His partner, Blitzwing berates him for his clumsiness, but then offers some dancing lessons. An annoyed Lugnut points out they've traveled across the galaxy to find Megatron's ship, not become light on their feet. Blitzwing comments that this is the same sector in which they lost track of Lockdown, and an argument breaks out (Lugnut doesn't like Lockdown), culminating in Lugnut confidently stating he knows Megatron still lives.
On Earth, Ratchet is rudely awakened from a stasis nap by an unapologetic Sari, who is in the middle of a street hockey game with Prowl, Bulkhead and Bumblebee. The game picks up, and Bumblebee is about to score, when a trash can makes a save! Sari tries to write it off, but Ratchet is quick to notice the Key currently plugged into said can. He tells her off, but they are interrupted when the Key begins to glow, followed by two glowing objects entering Earth's atmosphere. As a prophetic Ratchet decides this can't be good, camera-bots move in to investigate, but are quickly crushed by Blitzwing. Both he and Lugnut mistake a nearby crane as a sentient life form, and Lugnut demands to know Megatron's location. After a shove, the crane responds by slamming its wrecking ball into Blitzwing. Watching a live feed, Megatron is annoyed that it took the Decepticons so long to send a search and retrieval team, but then wavers over whether or not he can risk revealing himself. After all, he has already been betrayed once. At their home base, the Autobots get ready to mobilize. Sari is all fired up, but both Ratchet and Prime tell her she needs to wait behind, as they want to protect the innocents. (Bumblebee very quickly points out that they're innocent too.)
Back at the construction site, Blitzwing and Lugnut have decided to devastate the place in order to draw out the Autobots. It works, and things quickly kick off as Optimus is forced to slice a tanker thrown by Lugnut in half. This promising opener falls apart when Blitzwing prevents both Prowl and Bumblebee from launching any attacks. Ratchet manages to trap some of Lugnut's missiles (though they break through his magnetic grip, they still don't hit any of the Autobots), but as Bulkhead tries to outmuscle the massive 'Con, Lugnut proves to be too powerful and throws him aside. The combined efforts of Blitzwing and Lugnut prove too much for the Autobots, and things go from bad to worse when they tell the Decepticons that Megatron burned up "over Cleveland". Screaming "Megatron lives!", a raging Lugnut activates his rocket fists and levels the entire area, flooring the Autobots and burying both himself and Blitzwing. As the Decepticons unbury themselves from the rubble, Blitzwing tells Lugnut to warn him before using his big punch...again.
As the Decepticons free themselves, Megatron becomes convinced of Lugnut's loyalty and opts to contact only him. Lugnut automatically decides to abandon the battle and answer the summons, dragging Blitzwing along and leaving behind some very confused Autobots. Blitzwing headbutts Lugnut in midair, and Lugnut responds in kind, slamming Blitzwing down into an army base. He explains he heard Megatron's voice, but Blitzwing merely hears approaching police. He suggests they scan local vehicle modes and hide, but Lugnut refuses until Megatron orders him to do so. He quickly scans a bomber, while Blitzwing, after a quick argument between his faces, scans both an assault tank and a fighter jet. Captain Fanzone arrives, but the Decepticons are already hiding in plain sight.
The Autobots have returned to base and are making repairs. The constant danger of attack makes Prime decide the best thing to do would be to repair their ship and take the AllSpark off of Earth. Sari takes this very badly, and she is most unwilling to use the Key to help Ratchet fix the ship. For his part, Ratchet is less than pleased about having to work with a "protoform". Prime settles it by ordering the two to be partners.
Meanwhile, Lugnut and Blitzwing are perched on a blimp, observing the city below. As Blitzwing comments on the local wildlife, Megatron transmits information on the Key to Lugnut and orders the retrieval of it and the AllSpark. Lugnut immediately transforms, followed by a less-than-willing Blitzwing.
At Lake Erie, the Autobots arrive, with Ratchet and Sari still bickering. They are quickly interrupted by Blitzwing and Lugnut. Ratchet and Sari make a break for it, but Blitzwing freezes the lake, preventing them from reaching the ship. However, they get a hand from Lugnut, who accidentally blasts a hole for them to get through. The Autobots dive in, and as Ratchet heads for their ship under , Lugnut and Blitzwing are stalled by the rest, thanks to some clever thinking from Prime. In the Autobots' ship, Ratchet has a moment alone with the ship, but ends up fighting with Sari, who storms off to the AllSpark's cargo bay. Dejected, she gets the idea of damaging the ship enough to prevent it flying, but the Key quickly repairs it. Suddenly, the AllSpark opens to reveal an image of Megatron's head and the Key. Moments later, a fully restored Megatron materializes, and a terrified Sari panics and opens the airlock. As water pours in, Ratchet manages to save her. Sari confesses to her sabotage, but a sympathetic Ratchet explains the reason he wants to leave is because he cares about the planet and its people, especially Sari.
Finally understanding, Sari agrees to help. Ratchet reveals the ship was originally a military vessel, and he hopes to bring the weapons bay back online. Outside, the Autobots are in serious trouble, but Sari's Key soon reactivates the weapons bay, and Ratchet tells Optimus to draw the Decepticons to the ship. As they close, he activates the main cannon and blows the pair of Decepticons to kingdom come. A furious Megatron loses his link, and the Decepticons crash down onto the surface of the lake in several badly damaged pieces.
Back at base, Sari uses the Key to patch up Bumblebee, acting rather Ratchet like when he asks for some customization. Ratchet reveals that even with the Key, it'll take some time to get the ship up and running, so they won't be gone for a good while, and Sari smiles happily.
At the lake, Blitzwing calls for help, while Lugnut begs for a sign of Megatron's forgiveness. Remarkably they get a sign—a bad one, as Starscream shows up, promising repairs, in exchange for loyalty.
(Numbers indicate order of appearance.)
Hothead Blitzwing: Careful, you copper-clad klutz! You stepped in something!
Random Blitzwing: But vith a few dancing lessons, you'll be light on your stabilizing servos, like me! Cha-cha-cha!
Lugnut: Silence, Blitzwing! I did not follow this beacon halfway across the galaxy for dancing lessons! This was Megatron's ship!
Random Blitzwing: Ahaha! Starscream never did have a knack for parking!
Icy Blitzwing: Curious. Zis is also ze same quadrant vhere ve last heard from Lockdown.
Lugnut: Do not mention that worthless bounty-hunting scrapheap. He is a disgrace to the glorious name of Decepticon!
Hothead Blitzwing: You fool! He vas helping us seek revenge against zose accursed Autobots for destroying Megatron!
Lugnut: No! Megatron lives. I feel it in my central processor. I believe only two things: The Decepticons will rule Cybertron, and Megatron will rule the Decepticons! Our glorious leader awaits!
- — Blitzwing and Lugnut find a crashed Decepticon warship on the Moon.
Hothead Blitzwing: Zese can't be zose miserable Autobots! Zey're far too small!—
Random Blitzwing: But look at zat one! It's big, it's bold, it's sassy!
Lugnut: You! What have you done with our beloved leader Megatron? Talk!
- —The Decepticons interrogate a highly suspicious-looking crane.
Bumblebee: Way to whiff, torchy!
Hothead Blitzwing: Ze name iz Blitzwing! And I'm just getting varmed up!
- —Blitzwing makes a bad pun.
"Fool! No one moves Lugnut."
- —Lugnut mocks Bulkhead by calling him dumb.
Hothead Blitzwing: Hold still, Autobot scum!
Bumblebee: Aw. Why don't you chill out?
Icy Blitzwing: As you vish.
- —This time it's a visual bad pun.
"Oh! If I've told you once, I've told you a zousand times: Give me some varning before you use ze punch!"
- —Hothead Blitzwing, on Lugnut's punch.
Lugnut: Master. Where are you?
Megatron: Rest assured. I'm close at hand.
Hothead Blitzwing: Who are you talking to?!
Lugnut: Megatron calls. We must find him.
Hothead Blitzwing: But ze Autobots...
Lugnut: Are unimportant. Megatron awaits! (grabs Blitzwing and flies off with him)
Ratchet: That was... different.
Hothead Blitzwing: Let go, you deranged Decepticon!
Lugnut: No! The Master calls!
Random Blitzwing: Hahaha! And zey say I'm ze crazy one?!
- —You still are, Blitzwing. You still are.
OFSS Hothead Blitzwing: Vhat in spark's gotten into you?!
Lugnut: I heard him. I heard our master's voice.
Hothead Blitzwing: Maybe I should clean out your audio receptors - vith my fists! I didn't hear anything! (hears sirens)
Icy Blitzwing: Except zat. (sees approaching police) Ze Autobots have called in reinforcements. Perhaps ve should lay low until ve can determine zeir strength and numbers.
Lugnut: I will not hide. I will stand proudly and shout Megatron's name to the heavens!
Megatron: Oh, for spark's sake... Lugnut, you iron-brained idiot! We don't need to attract any unneccessary attention.
Lugnut: Yes. As you command, master. I will find a disguise.
- —Sometimes, the fanatic thing just gets ridiculous.
Icy Blitzwing: I vill choose zis fighter jet.
Hothead Blitzwing: No, ze assault tank!
Icy Blitzwing: Jet.
Hothead Blitzwing: Tank!
Icy Blitzwing: Ze jet.
Hothead Blitzwing: Tank!
Icy Blitzwing: Jet.
Hothead Blitzwing:: Tank!
Random Blitzwing: Oh, ooh-hoo, vhy not scan both?
- — You know things have gotten scary when Random Blitzwing is the voice of reason.
Optimus: We'll have to repair our ship and move the AllSpark off this planet.
Bulkhead: We can't just pick up and go. How will we break the news to Sari?
Bumblebee: She's a big girl. She'll understand.
Sari: (cries "No" at the top of her lungs)
Bumblebee: I think she's taking it well.
- —The Autobots tell Sari that they're leaving.
Icy Blitzwing: Vhat a strange little planet. Look at zem. All scurrying back and forth like so many nanobots.
Lugnut: Oh! Would you shut it down for two cycles? I can't hear myself think!
Icy Blitzwing: You mean you can't hear zose voices in your head.
Lungut: What was that?
Icy Blitzwing: I said, "You mean you can't hear zose voices in your head".
Lugnut: No! Not you! How may I serve you, master?
Megatron: This key charges the allspark. I'm uploading a sample of its unique energy signature. Follw that and it'll lead you to the allspark itself. Bring the allspark to me and with its limitless power, I shall make my triumphant return.
Lugnut: I will not fail you, master. Your destiny will be fullfilled. (transforms into a bomber)
Icy Blitzwing: (transforms into a jet and sighs) Here ve go again.
- —Now who's hearing voices in their head?
Hothead Blitzwing: You bungling defect! You just helped zem escape!
- —Blitzwing heckles Lugnut. As usual.
Lugnut: (targets what he thinks is an Autobot) My targeting sensors have not failed me! (goes for the punch and ends up clobbering Blitzwing) Oh! Blitzwing!
Icy Blitzwing: Whose side are you on?
- —Blitzwing, taking being bashed by a fellow Decepticon better than we expected.
Random Blitzwing: Ooh! Peek-a-boo! I see you! (blasts Optimus with his cannons)
- —Random Blitzwing once again takes things in the wrong direction.
"Help! Give me a hand! Or—or a foot? How about a pelvis?!"
- —Random Blitzwing, unusually excited about being in pieces.
- Blitzwing transforms to tank mode to drop into Lake Erie, but right after he plunges in and appears before the Autobots, he's in robot mode. Why didn't he just go to robot mode in the first place? (In-continuity answer: Blitzwing's angry persona uses the tank mode as opposed to the jet mode, according to Prowl in "Megatron Rising," so him getting angry at Bumblebee caused his transformation automatically. Out-of-continuity answer: To sell toys.)
- In the Autobots' first scuffle with the 'cons, Ratchet uses his magnetic powers to grab a bunch of missiles fired by Lugnut, exclaiming that he can't hold them forever. However, they just seem to disappear after that, as it's never shown whether or not they hit anything.
- As seen in stock-footage transformations in previous episodes, when Prime transforms after he hears of Blitzwing and Lugnut on the news, he turns into a sort of half-a-fire-engine. This form was likely animated using references for his Voyager-scale toy, from which the back end can be detached. In the next shot, in which he rolls out, he's a complete fire engine.
- When Ratchet reactivates Teletran 1's main cannon and states that he has a plan, his broken forehead chevron is on the left side instead of the right.
- In two animation shots of Lugnut using his rocket punch, the ground is not iced, hinting that the animation sequence might be reused in future episodes.
- When Lugnut accuses the inanimate wrecking ball vehicle of "doing something to Megatron", he twirls it around. When it comes straight to hit Blitzwing, the wrecking ball is gone and only the holding cap is drawn. Then, the wrecking ball is there again after Blitzwing is hit.
- When Captain Fanzone gets out of the Police Car, his left hand is empty, even though the camera still focuses on his lower part of his body, a speaker magically appears in his left hand.
- The initial scene with the lunar rover is highly reminiscent of the destruction of the Mars probe in the live-action movie. The two Decepticons' appearance on Earth as crash-landing meteorites also harks back to the film.
- The construction workers seen where Blitzwing and Lugnut first land are wearing outfits inspired by Spike and Sparkplug from Generation One.
- After the airing of "Transform and Roll Out!", some fans speculated on a possible connection between the Autobot ship and Generation One Omega Supreme, based on both Prime's dialogue referring to a weapons-system program as "Codename: Omega" and the resemblance between the ship's cannon (shown briefly) and Omega Supreme's tank turret. Adding to that speculation, in this episode, Ratchet addresses the ship as "old friend". Also, when Ratchet manages to activate the weapons systems, we see a clearer shot of the cannon, which indeed looks a lot like Omega Supreme's tank turret (it even has his color scheme). Foreshadowing?
- This episode may be the first in the series to feature the use of the words Slag and Frag as expletives.
- When Lugnut overpowers Bulkhead, he comments, "Nothing moves Lugnut," similar to the minor X-men villain The Blob.
- This is the fourth episode in which Sari has received direct warnings about misuse of her Key. The Allspark seems to have chosen the "tough love" approach and scared the message into her. How long this will last is up for debate. Bets will now be taken.
- In a humourous background detail, we see the Blitzwing-shaped hole, left from where he crashed barely two minutes ago, as Captain Fanzone's squadron arrives at the hangar. Oddly enough, they don't take much notice of it...
- Captain Fanzone doesn't come off too well in this episode, since he A) forgets that Transformers can disguise themselves as vehicles, and B) doesn't notice that two of the military jets are sporting unusual purple paint jobs, and one of them has tank treads under its wings, not to mention the above...
- Prime's vehicle mode has manual transmission.
- It's unclear why Sari didn't mention the AllSpark-generated vision of Megatron to any of the Autobots. (Granted, she doesn't know who Megatron is, but even so...)
- When Sari tells Bumblebee that the Key isn't a toy, she looks like she has wrinkles under her eyes. Obviously, this is meant to show that Ratchet has rubbed off of her a little bit. Even her mouth looks like his briefly. Of course, she may have just been doing an impression of Ratchet as a joke.
- Random Blitzwing seems to have a knack for songs and dances. We'll see if it remains a trend.
- Blitzwing mentioned "And they say I'm the crazy one".
- Captain Fanzone is currently driving a regular Detroit police car. His old car was destroyed by Snarl in "Blast from the Past," but it returns in future episodes.
- Megatron seems unfamiliar with Blitzwing and Lugnut's personalities (i.e., that the first is crazy, and the second is loyal). However, they served under him on the Nemesis fifty years ago, and exhibited the same characteristics then. This discrepancy is not explained. (Possibly Megatron did not have much direct contact with them in the past, or he may be assuming that fifty years might have changed them.) It also shows that unlike his counterparts, Animated Megatron actually learns from betrayal, and is not so forgiving.
- It is interesting that Lugnut uses the word "heavens" instead of other terms, such as Allspark.