The city of Splendora is attacked by the Terrorcons, Apeface and Snapdragon, until the Technobots, Brainstorm and Highbrow arrive to turn the tide. Even when the Terrorcons merge into Abominus, they are defeated by the Technobots who merge into Computron. The battle ends with the Decepticons fleeing. When Hardhead and Brainstorm reveal that they are piloted by Nebulan counterparts, a member of the Nebulan Council of Peers demands to witness the Autobots in action in future missions to see if they are a benefit to Nebulos and able to deal with the Decepticon menace.

While at an industrial complex that has become the base of Scorponok and his Decepticons, Scorponok taunts Lord Zarak and forces his followers to be subject to their tests. They test out a new light weight polymer alloy. When Snapdragon and Apeface return to report their failure, Scorponok lashes out. However, Lord Zarak offers a solution: Having no love for Galen or the Autobots and wanting the Transformers off his home world he makes the Decepticons a deal: Use Zarak and his followers to become Headmasters themselves. Scorponok warns Zarak that to be binary bonded to him could twist him to become just as tyrannical as Scorponok.

At the base of Galen and his followers, they are busy examining the weapons left behind by the Autobots when they are visited by the Council of Peers who insist on watching them in action next. When Llyra enters the room she delivers Galen a message from her father begging the Autobots to come and rescue them. Galen and the other Nebulans bond to the Autobot Headmasters and rush to the scene. There to their surprise they find that Lord Zarak and his followers have been converted into Headmasters as well.

As the battle rages on, the Council's hover ship is shot out of the sky, and it's passengers are put under the hypnotic control of Mindwipe who lures them all into the industrial complex and seals them in polymer spheres, and lets them loose into the sky. Although Scorponok falters when he see's Zarak's daughter he allows them to serve their purpose: To distract the Autobots long enough to ambush them. After Fortress Maximus and the other Autobots get the humans to safety, they are all gunned down by the Decepticons. Defeated all the Autobots Headmasters disengage from their Autobot bodies and revert to human form knocked out from the assault. Figuring her father a hero, Llyra is glad that she saved him from the Autobots.

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