As Fortress attempts to transform Fortress Maximus, he gets hit by a plasma blast and loses his super energy needed to transform. Spike figures out that the Destrons have found a way to tap the plasma energy from Seibertron's explosion in order to neutralize Fortress. The Terrorcons continue with Scorponok's plan to blow up Mars by drilling up the poles while Hardhead and Chromedome detect the Destron Headmasters and head out to investigate. Fortress, watching his forces lose, order the Trainbots to head out toward Mars to help. Raiden arrives just in time to help the Headmasters, but suddenly Scorponok orders the Destrons to return. Ultra Magnus sends Twincast and his cassettes to spy on the Destrons, and they see Sixshot using the spacebridge to head to the Destron base on Jollo. There, they witness the destruction of the planet within the Black Nebula and the creation of Scorponok's new battle station - Megazarak, which then heads to destroy Fortress Maximus on Mars.