Octane is on the run from The Decepticons. He is forced to hide in a crypt, where the ghost of Starscream lies in wait and then takes over Cyclonus.

The Decepticons attack a planet home to several Autobots and easily win as these Autobots prefer peace to fighting. Once the Autobots arrive, they try to persuade their peaceful comrades that only battling the Decepticons will solve their problems.