The Decepticons are hunting down the remaining Autobots on Nebulos, clashing with the Monsterbots at the Mercury Guardens, forcing the Autobots to flee. Before they can go after them, the Decepticon Headmasters have to stop when the Nebulan media arrives, forcing Zarak to address them and continue to spin the story that Galen is a traitor to his people and says that their battle today is a victory for the people of Nebulos.

Meanwhile, the Monsterbots return to the Autobot camp in the wilderness and report back what they encountered. They are also visited by a number of Nebulans, Pointblank, Peacemaker, Sparks, Recoil, Haywire, and Spoilsport who have come seeking the Autobots help in protecting the Nursey, a key agricultural center that Lord Zarak intends to seize. Agreeing to help the Nebulans out, they binary bond them to their weapons making themselves Targetmasters.

Meanwhile, in the capital city of Koraja, Vorath reports a distress signal from the Autobots on another planet. Zarak telsl him to continue to monitor it while he checks on his prisoners. He sees that his daughter Llyra is there to see Galen and his followers as well. He allows Galen to recover consciousness so that he may talk to Llyra, and Galen attempt to tell her the truth, but to no avail. When Zarak learns that Autobots have been sighted at the Nursery he bonds with Scorponok and takes the Terrorcons with him to attack.

There they clash with the Autobot Targetmasters, who fail to stop the Decepticons from destroying the Nursery and are forced to retreat. Seeing for the first time the damage he is causing to Nebulos, Lord Zarak begins to reconsider the deal he's made with Scorponok. Returning to Koraja, he takes what he learns about the Targetmasters to Vorath, who a few days later makes Targetmaster counterparts for the Decepticons. Realizing that every time he merges with Scorponok the Decepticon reprograms his mind and he finds each encounter more addicting. With the last of his free will, he frees Galen and the other rebels allowing them to merge with their Autobot Headmaster counterparts. As Fortress Maximus and his troops break free they are counterattacked by the new Decepticon Targetmasters. Zarak gives in to his urges and remerges with Scorpononok.

The Autobots flee the scene, leaving Llyra to consider that her father was lying all along, Zarak meanwhile determines to leave Nebulos. When Llyra goes to visit Galen, it's just after the Autobots receive a distress call from Earth and decide to leave Nebulos for that planet in the hopes of convincing the Decepticons to leave as well. When Llyra attempts to learn the truth from Galen, he pushes her away not telling her the truth so that she can go on with her life when he's gone. Shortly thereafter, Galen and his men leave Nebulos seeking out the other Autobots on planet Earth, with Zarek and his Decepticons not far behind.

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