Some autobots are captured. The remaining Autobots team up with some rebels to free their friends, the rebels know all the weaknesses of their enemies machines. They merge with the Autobots to become Headmasters to free their friends.

The HIVE forms an alliance with the Decepticons. Cyclonus allows the HIVE to modify the heads of the Animal Decepticons, so they can become Headmasters. The remaining Decepticons offer their weapons to become Targetmasters. After they face the Autobots, the rescued Autobots become Targetmasters.

Optimus and Galvatron find out how their respective groups have been modified. Optimus welcomes his new found allies, While Galvatron wants nothing to do with them.