Swoop.Cyclonus was sweeping the area for the Autobot base. Megatron is certain of it because of Sonar, the awakened Mini-con has confirmed. Finally, Cyclonus finds the base. At that moment, Rad, Alexis and Carlos are showing Billy and Fred the base. Suddenly, the alarms go off. Unaware of where everyone was, Fred and Billy aimlessly go off. Just then, the Decepticons warp in. They are attacked by the A-Base's defense system. However, the Autobots had to shut off because Fred and Billy are caught in the crossfire. Seeing Sonar, the Autobots formulate a plan. Hot Shot, however, goes off recklessly. The kids go off to save Billy and Fred, disobeying Optimus' orders. Hot Shot faces off against Megatron but gets rescued by Optimus while Smokescreen goes good to his namesake. After closing a blast door, Optimus gives the inactive Mini-cons to Hot Shot. Demolisher is lassoed by Smokescreen while Starscream is played by Red Alert who is just using a decoy panel to trap the Decepticon. The kids find Billy and Fred but are also found by Cyclonus. They lure him to the transportation room where Rad sends Cyclonus to a snowy mountain. Hot Shot lures Megatron into an electrical trap but he breaks free and has Sonar awaken his brethren, forming the Star Saber. Optimus manages to blast it out of Megatron's hands and it lands in Hot Shot's hands. Hot Shot recklessly charged into the fold but is thrown back by a barrage from Megatron. Rad tells Hot Shot to believe in the power of the Mini-cons. Through luck, Hot Shot succeeded in maiming the Decepticon leader, forcing all the Decepticons to retreat. Optimus grants Hot Shot the Star Saber. Megatron, repaired, is furious and vows to get revenge.