On Earth a few miles outside of the city a young autobot, Hot Rod was fishing with Kairi Hot Rod was doing his best to keep Kairi happy since Riku was away on a mission.

"Fish are jumping today, huh, Kairi?" Hot Rod asked Kairi.

"Hey what's the matter?"

"Uh, I don't know Hot Rod." Kairi answered the autobot.

"Come on, you can tell me." Hot Rod reassured his friend.

"I guess I just miss my friend Riku." Kairi guessed.

"Don't worry, Kiato will be back soon." Hot Rod reassured Kairi, suddenly her fishing rod begon moving. "Oh hey, I caught something." Hot Rod reeled in the fish and pulled it out of the lake. The fish Hot Rod caught was small compared to his size, but to Kairi it was rather large.

"Wow! Look at the size of it!" Kairi exclaimed.

"Yep, it's a whopper alright." Hot Rod commented looking at the fish that was hooked to his line.

Suddenly the watch on Kairi's wrist began beeping, he brought her hand up to his face to look at it and it said the Autobot shuttle was arriving shortly.

"Hot Rod, the shuttle's coming let's watch it land!" Kairi said as he got up and started to run to his hoverboard.

"Talk about dull, Kairi." Hot Rod said as he threw the fish back in the water, then got up and followed Kairi.

"Let's get going or we'll miss it!" Kairi said as she got on her hoverboard, started it then began riding but she didn't get far before she lost her balance, but Hot Rod caught Stephen before he could hurt himself. "If you're gonna ride Kairi ride in style" Hot Rod stated as he transformed and placed her in the driver's seat.

They drove for a minute then Kairi saw a good place where they could get a peek at the shuttle. "Hey! Let's stop here!"

"Why settle for a peek, Kairi, where we can see everything from Lookout Mountain." Hot Rod said, then continued to drive, but the road ahead was closed, Kup and a few others were working on construction at the mountain. "A little to the left. A little more." Kup was overseeing the construction then suddenly he saw Hot Rod approaching but wasn't stopping, the Autobots moved away to not get hit, and Hot Rod rammed through the 'Road Closed' sign then continued driving up the mountain.

"Turbo-revvin', young punk! I'll straighten you out yet." Kup yelled at Hot Rod.

The two arrived at the top of Lookout Mountain where they had a good sight of the shuttle, Miku got out of Hot Rod then ran over to the telescope while Hot Rod transformed into his robot mode. Miku looked through a telescope to look at the shuttle but he noticed something odd about it. "Hot Rod look! There's a hole in the shuttle!" Miku said as she was looking through the telescope.

"What?" Hot Rod said incredulously at Miku's statement, he lowered his visor to allow him to look closer at the shuttle, he zoomed in to the hole and saw that the bots inside weren't Autobots at all. "Decepticons!"

Hot Rod began firing at the shuttle, alerting the decepticons that they've just been compromised.

Below the mountain, Kup and a few other Autobots were looking at Hot Rod blasting the shuttle, with blast being returned at him. "What's that darn fool doing?" Kup asked, confused.

Hot Rod kept firing at the shuttle, then one of his blasts hit one of the fuel tanks, then Decepticons flew out of the shuttle, heading straight for the city. "Attack!" Megatron shouted as the seekers were transforming. Megatron then turned to Hot Rod and Daniel then fired a blast below them collapsing the platform below them, causing it to fall with them included.

"Miku!" Hot Rod reached out and grabbed his human friend and pulled her close to him to protect her from the fall, they managed to land safely on a large rock, but Decepticons were right behind them. Blitzwing landed right in front of them with the Insecticon Shrapnel flying right past him. Blitzwing transformed into his tank mode and aimed the barrel of his cannon right at them. "Come on down Autobrat!" Blitzwing spat.

As Blitzwing was about to line up his shot and fire at them Kup quickly drove over to them in his truck mode, transformed on top of blitzwing and redirected his shot, missing Hot Rod, but hitting the insecticon Shrapnel right in his chest, the blast went right through him destroying him in an instant. The dead Insecticon fell down onto the mountain, crashing right into Blitzing making them both fall right off a cliff.

The two autobots ran over to the cliff and saw that Blitzwing transformed back into his Jet-mode and was regrouping with Megatron and the other Decepticons heading for the city, but Shrapnel's body, on the other hand, was laying in a bed of rocks with a hole in his chest, he's been deactivated for good. "Heh, not bad for an Old Timer." Hot Rod commented on Kup's skills, despite his age Kup was still pretty skilled.

"Oldtimer?" Kup questioned, he looked at Hot Rod and pointed a finger at him."That's something you'll never be if you don't get back to the city." Kup stated. Just then Starscream flew over at them firing at them.

"Save it, Kup! Let's burn rubber!" The Two quickly transformed back into their vehicle modes and drove as fast as they could back to Autobot City where the rest of the Decepticons were headed.

At the City the Decepticons have just begun launching their assault, alerting the Command Center of the attack. Autobot forces in the city were mobilizing to counter-attack Megatron and his troops. Outside, Perceptor transformed into his microscope mode analyzing the incoming Decepticon Army, the one leading the assault was Megatron. The number of Decepticons attacking outnumbered the Autobot forces in the city. However Perceptor only sees two Constructicons, if the decepticons were bringing Devastator along they needed all six, he concluded that the Autobots aboard the shuttle managed to destroy most of them crippling the Decepticon assault, but even without Devastator the possibility of winning this battle was still low.

Just then the Autobot in command of the city, Ultra Magnus, followed by a small group of Autobots Blur, Springer, and Arcee arrived in their vehicle modes and transformed right in front of him.

"Ultra Magnus, from my analysis four of the Constructicons have been deactivated, but a cursory evaluation of Decepticon capability still indicates a distinct tactical deficiency." Perceptor stated.

"In other words Perceptor..." Ultra Magnus began.

"We're outnumbered!" Springer finished as he took out his wrist mounted blaster and fired a blast at Starscream who was firing back at them, everyone quickly moved out af the way of the incoming blast. When Starscream passed by they got up and Ultra Magnus got back up and began barking orders for a counter-attack.

"Springer! You, Arcee, Rin, Len, Neru, Meiko and Teto transform Autobot City!" Magnus ordered, then turned to Perceptor to give him an order. "Perceptor! Tell Blaster to radio Prime for reinforcements!" Magnus ordered him.

Blurr then appeared right in front of Magnus. "What about me Magnus? What about me? Hm huh huh hm huh? I can help, I wanna help. What about me?" Blurr quickly asked Ultra Magnus, eager to help.

"Blurr you can help me alert the others," Magnus told Blurr.

"Absolutely, positively, definitely. Nobody can get the job done faster than I can, Nobody, nobody, nobody." Blurr stated.

Ultra Magnus and Blurr transformed and drove off to alert the others of the Decepticon attack, while Perceptor ran off to tell Blaster to contact Prim for help, leaving Springer, Arcee, Garnet, Amethyst and Pearl to transform Autobot city into battle-mode.

"Come on Arcee, let's go!" Springer grabbed arcee's hand and ran to the control center, but arcee quickly slapped his hand away."But, Hot Rod, Miku, and Kup are still outside the city." Arcee lowered her visor and zoomed in on them, they were still in vehicle mode, Stephen was inside Hot Rod with Kup following right behind them with Decepticons right on their tails.

"We can't wait. They'll have to take care of themselves, now come on!" The two ran over to the controls, turning and pulling levers and cogs, causing the city to go on lock-down. They quickly ran down the corridor as it was closing, but Starscream was right behind them firing with the intent to destroy them both. "Pathetic fools, there's no escape!" Starscream flew in behind them, the Autobots quickly escaped into the door to the control center that closed right behind them. Starscream transformed back into his robot mode, he was about to be crushed to death so he flew out of the closing corridor but his foot got caught in it and he was about to be trapped, with no other ways to get out, he let out a groan, aimed his blasters at his trapped his foot and fired at it.

"OW! MY FOOT!" Starscream screamed in pain, his foot was freed and he flew out, but his foot was damaged in the process.

In the Control Center of auto bot city, Arcee and Springer were both transforming the city into battle mode.

Outside, the city was transforming into battle mode, hidden turrets were revealing themselves and the city was fully locking down. Any remaining Autobots outside the city were quickly making their way inside before they could be trapped. As soon as the city finished transforming, the defense cannons began firing on the attacking Decepticons.

Megatron and the Decepticons were trapped outside of the city, as two Autobots were quickly entering a door to the city before it closed. Megatron tried to blast them, but the door closed right behind them."Breach their defenses!" Megatron shouted.

The two remaining Insecticons flew over to the door and began eating through it. "Delicious, eh Shrapnel?"

"Eh, a little heavy on the electrons electron," Shrapnel commented on the taste as they ate the metal door.

Just then the bridge was retracting and Shrapnel was hanging onto it trying not to fall. At that same moment, Hot Rod and Kup were arriving but the insecticons were blocking their way inside.

"The inscecticons are in our way." Kup said.

"Wrong, they're our way in." Hot Rod corrected.

Hot Rod used Kickback as a ramp to jump to the door, knocking him back off the bridge, Kickback hanged onto the bridge but as he was about to climb back up Kup followed behind Hot Rod. Copying what he did, he used Kickback as a ramp into the city crushing his head in the process and killing him as well. As Kup flew into the door he knocked Shrapnel back outside as the emergency door closed right behind them both.

Back inside the city Blaster was manning the turret at the communication tower, the constructicon Long Haul tries to destroy Blaster and the tower. "Prepare to die autobot!" Longhaul spat, he began firing at the tower.

"I don't think so decepti-punk." Blaster quickly turned the barrel of the turret at him and fires a single blast, piercing Long Haul's chest and frying his inner circust making smake appear out of his mouth and eyes before he crashed down onto the ground. "Lookout, and Shout! OW!" Blaster said confidently as he just killed a decepticon.

Just then Perceptor climbed up to the Tower, Blaster quickly noticed Perceptor as he climbed up. "Hey, Perceptor, what's shaking other than this fortress?"

"Blaster, Ultra Magnus sends orders to contact Optimus Prime on Moon Base One," Perceptor informed Blaster.

"Alright! Cover your receptors Perceptor." Blaster pushed a few buttons in his chair, then transformed into his radio mode and connected himself to the radio transmitter. "Optimus Prime, do you read me? The Decepticons are attacking Autobot City. We're really taking a pounding, don't know how much longer we can hold out." Blaster transmitted.

As Megatron and the other Decepticons were fighting against the defenses he intercepted Blaster's transmission for reinforcements, if Blaster radios prime about their attack then they'll never win this battle.

"Soundwave, jam that transmission," Megatron ordered, pointing to the tower.

"Rumble, Frenzy, Ravage, Ratbat...eject. Operation: Interference." Soundwave deployed his cassette transformers, the cassettes transformed into their robot modes and flew up to the satellite dish.

"Optimus Prime, do you read me? The Decepticons are attacking Autobot City. We're really taking a-" The cassettes ripped off the satellite dish that Blaster was using, cutting off the transmission. Then they jumped down to the glass looking down at the two Autobots. "First we crack the shell, then we crack the nuts inside." Ruble taunted, then he and frenzy broke the glass and jumped down onto Perceptor.

"Run Blaster! Save yourself!" Preceptor yelled as he fought off the tiny Decepticons.

"No way, two can play." Ravage tried to jump blaster, but he quickly kicked him away then deployed the Autobot cassettes. "Sic 'em." Blaster ordered as he deployed Eject, Rewind, Steeljaw, and Ramhorn on the Decepticons. The Autobot cassettes engaged their Decepticon counterparts clearing them off Perceptor. As soon as they were all off of him Blaster walked up to him. "Do you think you got through to prime?" Perceptor asked turning his head to Blaster.

"Let's hope so because if I didn't then we're all gonna look like burnt-out toaster ovens." Blaster stated as the cassettes were fighting each other.

The Autobot cassettes were ripping the Decepticon cassette to shreds. Eject and Rewind ripped Frenzy to pieces and Steeljaw and Ramhorn crushed Ravage, the remaining cassettes Rumble and Ratbat retreated back to Soundwave.