It's Christmas in Detroit, but Optimus Prime is not in a festive mood as he drove around in vehicle mode while on patrol.

"Hey, Prime, why are you still patrolling?" Bumblebee asked over the comlink. "Everyone back at the plant and ready to party."

"It's Soundwave," said Optimus as he looked at all of the Soundwave toys that were on display. "I see him everywhere I look."

He then stopped and transformed to robot mode next to a giant billboard with a Soundwave picture. Then billboard changed to show Powell selling the toy.

"The interacted Soundwave toy sings, he dances, he does it all, and he can still be delivered just in time for that last-minute gift," said Powell and then a phone rang. "Oh, we have another caller."

Then Professor Sumdac showed up looking angry. "That toy rightfully belongs to me, Powell! You are a thieving crook!"

"And a Merry Christmas to you too, Professor Sumdac, but I acquired your toy's patents fair and square when I owned your company," Powell explained. "Now I'm sharing Sound Wave with the entire world for only $19.99 each."

"$19.99? How does he do it?" Professor Sumdac asked.

"Prime, I knocked Soundwave into a million pieces, remember? He can't hurt us now," Bulkhead assured him.

"Yeah, come on home, Sari showing us how to celibate the holiday season in style," said Bumblebee.

"Tell him we've making oilnog!" Sari yelled as she mixed a tub of oil.

"Oilnog? I'm afraid to ask," said Optimus as he walked back to the plant.

Then he saw a Soundwave toy walking around. It looked at him, and its optics went red, then back to normal and ran off across the plaza near the trains and on the train tracks. Optimus jumped up and grabbed the rails. When he looked up, he saw a train coming toward him, and he let go just in time, and his leg got caught on a support pile.

"Okay, maybe I just have Soundwave on the processor," he said to himself.

He then looked at all the people that were staring at him. He then hit the ground, informally transformed to robot mode and drove away.


At the plant, Bulkhead and Bumblebee were interested in what they got for Christmas.

"What do you think we got?" Bulkhead asked as he shook his present.

"We can find out if we run it through Ratchet X-ray scanner," Bumblebee suggested.

"Only if you want to end up on Santa's naughty list, put them back under the tree and come help me and Blackarachnia decorate," said Sari, who was wearing a Santa's hat.

"Busted," Bumblebee moaned.

"Hey, okay," said Bulkhead and put down his present.

They then started to put lights on the Christmas tree, unaware that one of the presents burst open and a Soundwave doll burst out of it. It then rushed over towards the table without anyone noticing. Then approached the oilnog and fired some sort of sonic wave into the contents.

Sari then moved close to Elita, who was helping decorate the tree with the others.

"So, are you going to kiss Optimus under the mistletoe?" Sari asked.

"What mistletoe, and why would I kiss him under it?" Elita frowned.

"It's a plant, and it is a custom that if a man and a woman stand under it, they have to kiss," Sari explained.

"Humans sure do have strange customs," said Moonracer, who had been eavesdropping and smiled at Elita. "You going to do it?"

Elita was about to respond when Ratchet and Prowl walked in arguing.

"And I'm telling you that there is no way this Santa Claus can deliver billions of presents in one night," said Ratchet.

"I can at least think of one way… ho… ho… ho…" said Prowl as he used his holo-projector to make copies of him.

"A sound theory, Prowl," said Optimus as he entered. "I did see multiple Santas in the shopping district tonight."

"Don't try to explain the magic," said Sari as she threw her hat that got caught on Optimus' antenna. "Just accept the holiday season for a time when dreams come true." She then hopped onto the table and grabbed two oil cans full of oilnog. "It's also a time to be thankful for the things you have, like family."

She then each gave the Autobots a can of oil.

"To family then," said Optimus holding his can up high.

"To family," said the others as they drank their oilnog.

The Soundwave doll watched them with its optics burning red.


A few moments later, everyone felt tried and could barely stand up straight.

"Wow, what's in this stuff anyway?" Bumblebee asked as he crashed on the sofa.

"I don't know, but my processor is pretty buzzy," said Bulkhead.

"Hey, it sure got me ready for a stasis nap," Ratchet yawned.

"And me as well," said Prowl as the Autobots went to their rooms.

"You guys ain't the only ones," said Elita.

"Yeah, I need to power down as well," Moonracer yawned.

"What? No waiting up for Santa? You guys are a much of party poopers," Sari complained.

"There's still tomorrow, Sari. Oh, and Merry Christmas," Optimus yawned.

"Merry Christmas, big guy and present dreams," Sari smiled.

Optimus then lay down on his berth and closed his optics.


Optimus woke up still a bit woozy, but he felt different.

"Something doesn't feel right," said Optimus and pulled his hand in front of his face, but instead of metal, they were made of flesh. "My hands!" In shock, Optimus fell off the berth and looked in a mirror, discovering the horrifying truth that he had become a human. He appeared to be in his mid-20s with sideburns running down his cheeks. "By the AllSpark."

He went out of his room to find that Ratchet, Bumblebee and Bulkhead were also human. Ratchet looked as if he was in his 60s, wearing a red and blue tracksuit. Bumblebee looked the same age as Sari when they first met and wore a yellow cap with horns. Bulkhead looked as if he was in his teens and resembled an American football player.

"Prime, look at you. You're hideous," said Bumblebee.

"We all hideous we, uh, people," said Bulkhead.

"And you're so small," said Bumblebee.

"Knock it off.! I'm bigger than you!" Bulkhead yelled, trying to grab him.

They then heard screaming as Elita and Moonracer emerged, both of who appeared to be about his age. Moonracer had long black hair and wore a silver snow jacket and a pair of bright blue jeans. He was completely stunned when he saw Elita, she had golden blonde hair was tied in a ponytail and wore a yellow and black skirt, a pair of black leather hides your boots, a black and yellow scarf around her neck and a black jumper wrapped around her waist.

"Elita? Moonracer?" Optimus stared.

"Unfortunately," said Moonracer.

"What happened to us?" Elita yelled, looking as if she was about to cry.

"There must be a rational explanation for this," said Optimus.


They quickly made their way into the med bay, and Ratchet began running a few scans.

"There is no rational explanation; we've become one hundred percent human," said Ratchet.

"There's not even a trace that we used to be Cybertronian," said Elita as she looked through the scans.

"Where's Prowl?" Optimus asked.

"Prowl not in his room, I checked," said Ratchet.


They found Prowl outside looking at the snow. Prowl looked exactly like the hologram he used while in vehicle mode.

"Prowl!" Bumblebee shouted.

However, Bulkhead then slipped on the snow and skidded across the ground, and Bumblebee followed suit. They kept on going into the crack into the water tower, causing snow to porn top of them.

"Hey, there's no antilock brakes on these servos!" Bulkhead complained.

"I think the humans call them legs," said Bumblebee rubbing his leg.

Bulkhead then lifted Bumblebee back on his feet. "Come on, buddy."

"It's something I always imagined, even dreamt I experience, and yet something isn't quite right," said Prowl, concerned.

"Yeah, us," said Bulkhead.

"Sadly, I can definitely tell you that this is not a dream," said Elita looking at her hands.

"But how could we become human overnight?" Moonracer asked.

"Perhaps our minds have been impacted in these human forms," Optimus suggested.

"So what happened to our Autobot bodies?" Ratchet asked.

"Good question. I tried to contact Sari, but there's no answer. We need to get to Sumdac Tower. Auto—uh, men and women. Transfo—er, uh, roll—er, uh, oh, let's…let's just go."

They then started to walk.


Meanwhile, at Sumdac Tower, the Sumdacs were exchanging Christmas presents. Sari opened the first one to find a Soundwave toy.

"A Soundwave toy," Sari signed.

"To replace the one that tried to take over the world," said Professor Sumdac.

"Dad, that thing tried to kill me," said Sari throwing the toy at him.

"Aw, but this action figure was assembled in China, not by Megatron," her father pointed out before turning the toy on.

"Argh, dad, you're just putting money into Powell's pocket," said Sari standing up.

Professor Sumdac then started to dance and sing with it. "But he sings and dances anyway; you still have one more present."

Professor Sumdac then presented a large box, and when she untied the ribbon and pushed a button, it opened up, reviling an orange scooter.

"Huh, thanks, dad, but I was kinder hoping for something with four wheels," Sari signed.

"Who needs wheels?" Professor Sumdac said.

Then he pressed a button, and the scooter changed into a jetpack and landed on her back. "Cool! Bumblebee will be so jealous!" Sari beamed as she flew around the room. "Thank you, daddy."

The window then opened, transformed to her robot mode, and flew off.

"Sari, be careful!" Professor Sumdac called out before he was thrown back by Sari's jetpack.

He then returned to his feet and began to dance and sing with the Soundwave toy.


Meanwhile, the Autohumans were walking all the way toward Sumdac Tower, but they were having some problems.

"I need some antifreeze," Bumblebee shivered.

"You're not the only one," said Elita hugging herself.

Then a car drove past and covered them in snow.

"How do humans survive in these soft fleshy bodies?" Ratchet moaned.

"I don't know, but my full tank is making a funny noise," said Bulkhead as his stomach rubbed.

"Stomach," Elita corrected.

"How do you know it's called that?" Bumblebee asked.

"Because, in case you forgot, I'm half organic," Elita reminded him.

"Was," Moonracer corrected.

"Well, maybe we can refuel over there," said Optimus pointing at Burger Bot.

"Hey, I always what'd to chow down," said Bulkhead as they ran to Burger Bot.


A few moments later, they were eating, with Bulkhead eating everything he could get his hand on.

"Hey, how come you're fuel is different than ours?" Ratchet asked, looking at Prowl.

"I chose the vegetable fuel because it burns cleaner," Prowl explained. "Don't you know where that animal fresh comes from?"

"I might not know where it comes from, but I know where it's going," said Bulkhead.

"Half of it is going on your clothes," said Bumblebee pointing at the ketchup on his clothes.

"You should slow down; I don't think humans are supposed to be eating this quickly," said Moonracer.

"As everyone seems to be giving us strange looks," Elita noted.

Then suddenly Bulkhead got up and acted weird. "I think I got some kind of malfunction."

He rushed into the bathroom.

"Uh, Ratchet, you're the doctor. Maybe you should check on him," Bumblebee suggested looking at Ratchet.

"Oh no, I'm not going in there," said Ratchet.

"Here I'm ha ha peek-a-boo I'm over here ha ha," said Prowl as he played peek-a-boo with a baby which she was laughing at.

"You think she'd be laughing if you were a giant robot?" Ratchet asked.

"That's the point," said Prowl as here continued playing peek-a-boo. "Being human gives me a better sense of what this holiday season means. I'm just thankful for being alive in any form."

Then Bulkhead returned and sat down. "I'm thankful to, let me tell you." He bit on his burger then the whole place shook. " Wasn't me!"

Optimus looked outside to find that aircraft were attacking the city.


They ran outside to find Decepticons attacking the city.

"So much for a happy holiday," Bumblebee muttered.

"Decepticons attack!" Starscream ordered as he led the attack.

Then all the Decepticons fired missiles everywhere. As chaos erupts around them, more Decepticons led by Shockwave come stomping up the street.

"We got to do something," said Bulkhead.

"Like what?" Ratchet asked.

Then a blast from Shockwave sets a nearby building on fire.

"Help! Please help me!" A woman shouted from inside the burning building.

"We don't need to be Autobots to help; let go," Optimus ordered. They then all ran into the building. "Elita! Bumblebee! Bulkhead! Moonracer! Suppresse that fire!"

Bumblebee grabbed the hose, and Bulkhead turned it on while Elita and Moonracer each grabbed a fire extinguisher. Optimus and Ratchet helped the woman up and began to lead her outside.

"Mummy! help me, mummy!" A small voice cried upstairs.

"My son, he's upstairs!" The woman coughed out.

Prowl then put his hand on Optimus and ran upstairs. The others ran out of the building just in time as rubble covered the entrance. Meanwhile, Prowl had found the boy and grabbed him just in time as the roof caved in. Prowl dived out a window several stories up with the boy in his arms and landed with ease.

"Did you see that?"

"No way."

"Mummy!" The boy said, running up to his mother and hugging her.

"How did you do that?" Bulkhead asked.

"I'm… I'm not certain." Prowl said.

Before they could ponder any further into the matter, Starscream transforms to robot mode and lands in front of them.

"Hahaha, foolish organics, you scrabble to survive, but your doom is sealed, hahaha!" Starscream laughed.


Meanwhile, Sari had just arrived at the Autobot base on her jetpack. However, when she got there, she discovered that the door was firmly shut, so she removed her faceplate and started banging on the door.

"Come on, you guys can't still be sleeping. It's Christmas," she said.

She then flew up into the plant through a skylight, but the whole building seemed deserted.

"Hello guys, cute girl with jetpack is here," she called, shaking her jetpack around. She then flew to the computer. "Okay, you guys better not be messing with me." She then turned on the computer. "Nice try, but only Elita can hide her energy signature. Which are coming from right here? All right enough, hide and seek, I'm going home. Here me, I'm going home." She then hid, but no one showed up. "All right, not spend Christmas day with me."


Meanwhile, the others witnessed Starscream tearing up the street, causing all humans to run in fear.

"Hahaha, run insects, run for all the good it will do for you!" Starscream yelled.

Bulkhead then ran up to him and punched him but ended up hurting his wrist. "Ow, bad idea!"

"YOU DARE TOUCH ME!" Starscream shouted.

"Pick somebody your own size!" Bumblebee yelled, jumping on his leg.

"Insolent, flee, get off!" Starscream ordered, jumping around trying to threw Bumblebee off.

Bumblebee then landed on Elita, Moonracer, Prowl and Ratchet. Starscream then tried to grab them, but Optimus slashed at him with an axe.

"You pathetic fool!" Starscream roared before he backhanded him into a wall.

"Prime!" Bumblebee said.

"OPTIMUS!" Elita shouted.

"Argh, it's my leg, Ratchet. I think it's broken," Optimus said in pain.

"Prime? Ratchet? I thought I recognised those voices," said Starscream as they carried Optimus away. "Hahaha, you've been living with these pathetic organics for so long you've become them. It will be a simple matter to crash you out of existence right now." Then Starscream noticed that they were gone. "Huh, where did you go? I can't tell the difference from one insignificant human from the next." He then blasted some vehicles with his null ray. "Are well, no matter these, much more Decepticon fun to come."

Starscream then transformed to vehicle mode and flew off.


Meanwhile, the Autohumans were having their injuries tended to by paramedics. Optimus had a splint on his leg, while Prowl's left was in a sling, and Bulkhead had a band around his wrist.

"This doesn't bold for us or the city," Prowl noted.

"I don't know what Starscream is up to, but we got to stop it," said Optimus as Elita and Ratchet helped him up.

"How? we could even scratch his paint?" Bumblebee asked.

"In these human bodies, what chance do we have?" Ratchet said.

"There's always a chance," said Optimus confidently. "we have to reach Sumdac Tower. We might not be able to fight as Autobots. But Sumdac technology we could use as weapons against the Decepticons."

"How are you going to get there?" Bulkhead asked.

"Desperate times call for desperate measures," said Prowl.


A few moments later, they were making their way to Sumdac Tower in a bus.

"Oh, how the mighty have fallen," said Moonracer.

"Hey, it's not that bad usually; we do the driving," said Bulkhead.


Sari was still searching for her friends in the plant.

"Not a creature was stirring, not even a—" Then a robotic bird came out of the floor. "—creepy robot bird?"

Then a lift came up with two dozen Soundwave toys, and they charged at her.

"Evil toys Prime was right," she said before firing an energy ball at them, destroying them.

She then flew to the lift and went down.


At the foot of Sumdac Tower, the Autohumans had arrived and had just stepped off the bus when suddenly a huge shadow fell over Detroit.

"No, it's impossible," said Bulkhead, stunned.

"And yet here it is," Prowl stared as Cybertron came closer and closer to them.

"Cybertron?" Optimus gasped.

Then Sumdac tower was obliterated by a huge planetary laser weapon, and a full-scale Decepticon invasion force swarmed the sky.

"A full-scale Decepticon invasion," said Optimus.

The Decepticons then transformed to robot mode and landed in front of them, and leading them was Megatron.

"We are so scrapped," said Bumblebee.

"Bow before Megatron! Now that I'm lord of Cybertron, I return to Earth to extenuate organics once and for all," Megatron announced.

"Especially those machines who have chosen to become organic," said Starscream pointing at them.

"Why would ze Autobots choose to be human?" Blitzwing asked before his face shifted to his random personality. "Not for the fashion sense, I can tell you that. A-ha-ha-ha!" His face then shifted to his hotheaded personality. "A WHO CARES? I WILL CRUSH ZEM INTO HUMAN MEAT PIES!"

"No, destroy them last," said Megatron. "So they can watch their pitiful adopted world perish before their eyes."

"This can't be happening," said Bulkhead.

"Your right, Bulkhead," said Optimus and stood up. "It can't be happening."

"Isn't your leg broken?" Bumblebee asked.

"No, his leg was never broken because his leg isn't real," said Prowl as he removed his sling. "None of this is real."

"A virtual reality that explains everything," said Elita. "Why didn't I think of that before?"

"Is this real enough for you," said Megatron grabbing Prowl and laughing as he squished him. "Do your worse."

Prowl then jumped out of his hand, spun in the air and cut right through Megatron's left arm. Megatron grasped his severed arm, crying out in pain as Blitzwing tried to step on Prowl, but Prowl held his leg.

"Live him alone!" Bulkhead roared as he charged right through his leg.

All the Decepticons were shocked as Blitzwing lifted his foot and looked through the hole that was there.

"What? HOW? Oh, look! I have a hole in my rocket!" said Blitzwing as his face switched. Then he fell over. He then tried to blast them with his cannons, but they jumped out of the way.

"Got to be fast than that!" Bumblebee yelled as he jumped onto Blitzwing and punched his face again.

"Not…The… Faces!" Blitzwing tried as his face went around and around, making him fall over.

"No Autobot or human will stand in the way of the mighty Megatron!" Lugnut roared as he tried to punch Elita and Moonracer.

"Wanna bet?" said Moonracer as she kicked Lugnut's fist away with a simple kick.

"You're going down!" Elita yelled as she jumped and spun like a drill through Lugnut's optic.

"I'm blind; I can't see!" Lugnut cried as he fell over his own feet.

"Impossible!" said Starscream.

Then Prowl jumped next to Starscream's head, but when he looked around, he was gone then. Prowl appeared on the other side of his head, making Starscream fall over in fright. Starscream then started to blast at him with his null rays, but the blasts just went right through him. Prowl then phased right through him, short-circuiting him.

Optimus then started to hit Megatron with his own arm. "Your finished, Megatron," he said.

"I will never surrender to a human!" Megatron yelled defiantly, firing his fusion cannon at him.

Optimus then hurls his axe into the barrel of the Decepticon leader's cannon, causing it to explode. As the dust cloud fades, Cybertron and all of the Decepticons have vanished.

"I don't think we in Detroit anymore," said Bumblebee.

"Then where are we?" Ratchet asked.

"our bodies aren't here, but our minds are here," said Prowl.

"Is some kind of virtual reality," said Optimus.

"But who would trap this year and why?" Elita frowned.


Sari was going down the lift to the secret underground basement.

"So this place has a basement? Thanks for telling me, guys," Sari muttered. Then the lift stopped, and some hatch doors opened. "I know your home, and I also know something creep is going on time to find out what."

Sari then held up an energy ball and walked down the corridor. There she found the Autobots plugged into machinery being operated by the full-size Soundwave.

"There, Autobots have decoded my virtual illusion. I must accelerate their reprogramming," said Soundwave.

"Soundwave reprogramming, my friends, no way, you overgrown boom box," said Sari getting ready to fire an energy ball at him.


Meanwhile, the others were still trying to figure out what was going on in the virtual reality world they were in.

"So if we are in some kind of virtual reality, how do we get out of it?" Bulkhead asked.

"Yeah, and, out of these little bone bags and back into our big bot bodies?" Ratchet added.

"I suspect that regaining our true forms will be the beginning of our escape. You only have to think it," said Prowl as he hovered.

"If you believe it here, you can make it so. Autobots… transform!" Optimus ordered.

They then all turned back to the original form well, all except Bulkhead.

"Hey, we're baaaaack!" said Bumblebee.

"Not all of us!" Bulkhead yelled.

"It might help you if you make the noise with your mouth like this Choo-chuh-chah-chik!" Bumblebee suggested.

"Sounds silly… but okay. Choo-chuh-chah-chah-chik! Choo-chuh-chah-chah-chik!" said Bulkhead until he transformed back to his original form.

"Now, it should be a simple matter to will are self's free of this trap," said Prowl.

But before they can take any further actions, a gigantic arm bursts out of the ground beneath them, scooping them up in its hand. Soundwave's giant face looks down upon the Autobots.

"Escape is impossible. Autobots inferior, Soundwave superior," said the giant Soundwave before he shocked them all with blasts of purple energy.


Back in the real world, Sari was about to throw her energy ball at Soundwave, but the creep robot bird she saw earlier squeaked, making Soundwave aware of her presents.

"Useless fleshing, your termination comments now," said Soundwave trying to grab Sari, but she dodged and blasted a chunk out of his shoulder with her energy ball and struck one of the wires on his machine. "Laserbeak deploy Operation: Sonic Attack."

The robotic bird then transforms into a guitar, and Soundwave grabbed it.

"I've heard your music, Soundwave. I'm not impressed," said Sari.

"I've upgraded my instrument," said Soundwave before he hit Sari with a powerful sonic shock wave.

Laserbeak then transformed and flew towards Sari.

"I'll be back for you guys, I promise," she promised. She then ran to the lift before Laserbreak tried to grab her.

"The human is of no consequence," said Soundwave. Then he grabbed a keytar but with a bat head on it. "Initiate final phase of Operation: Autobot Reprograming." He then played on his keytar, coving the Autobots in waves of sonic energy. "Soon, the Autobots will unite with us. Soon they will call themselves Decepticon."

Optimus' optics activated and began glowing Decepticon-red.