The Four Million Year Old Veil of Mystery

On Charr Galvatron is having a good old whine about how useless all of his own warriors are, and despite Cyclonus saying how great he is Galvatron doesn't believe in him. Scourge then reports saying that Zarak has arrived, another Decepticon that Galvatron thinks isn't very good at his job. As Galvatron leaves the room to go and speak to Zarak Cyclonus and Scourge bad-mouth Galvatron behind his back.
 

Galvatron tells Zarak to reveal himself and we get to see Zarak for the first time. They talk about how the underground factory has been damaged (see Rebellion on Planet Beast) and that production on the weapon they are making has been delayed, meaning Zarak can't take his revenge on Fortress just yet, although Galvatron says it's no concern of his and that if Zarak wants to impress him he should kill Fortress and the Autobot Headmasters. Zarak then leaves Galvatron and finds the 3 Decepticon Headmasters, telling them to get ready to leave.
 

On Athenia a report comes in that a Autobot base on planet Praun is under attack, and the soldiers there request reinforcements. However with Rodimus away on a mission on Earth Arcee, Kup and Blurr wonder what to do but Fortress and the Autobot Headmasters show up saying that they will depart for the planet immediately.
 

Fortress takes his ship to the planet and finds the small Autobot base there but it's in ruins. As they Autobots land they roll out but there is no-one present at the base, and they all wonder where the enemy could be. Chromedome and Hardhead run around the base to see if anyone is there and if any survivors can be found.
 

Chromedome and Hardhead find absolutely nothing but dead bodies of generic warriors and so the Autobots regroup at the front base entrance. Chromedome shouts out asking if anyone is still alive inside the base and just then the Autobots see someone fire a single shot from a laser rifle before the figure vanishes. Realising that someone must still be alive inside the Autobots enter the base and explore it.
 

Chromedome shouts out that the robot that fired the rifle a few seconds a go appears to be dead. Fortress goes up and has a look and finds the rifle which has been fired recently, but the soldier who fired it is dead. Fortress says that the way the rifle was fired seemed strange and that they need to get to the bottom of what's gone on here.
 

On Earth Rodimus and Ultra Magnus go and visit another Earth Autobot outpost only to find that it has been destroyed like the one on Praun. Oddly they find that the attackers haven't touched the energy data in there, and that the soldiers at the outpost never sent a distress signal. Rodimus uses a computer to contact the Autobot HQ on Athenia.
 

Rodimus asks Arcee if there was anything strange about the message from the Praun outpost earlier on. Arcee plays the message back saying that the robot who made contact seemed to be speaking nervously. Rodimus notices something to the left of the screen and tells Arcee to zoom in on it, and they see the shadow of Mindwipe! Rodimus says he has to get to Praun and departs immediately via the Trainbots.
 

Back on Praun the Autobots move inside the central complex but find no sign of any survivors. Chromedome says that it must have been a Decepticon who fired the rifle and ran and they must still be outside, but then the door shuts. Highbrow then attempts to fly out but two panels shut trapping the Autobots inside. The walls then start to spin round extremely fast and everyone wonders what's going on...
 

...and the trap is sprung as four of the Autobots are sucked up and pinned against the wall, which continues to spin faster and faster, threatening to tear the Autobots apart. Zarak then speaks from above saying that they are all going to die now and that he's going to take his revenge. Outside the Decepticon headmasters reveal themselves and watch the spinning dome complex sink beneath the sand.
 

The dome suddenly stops spinning and all the Autobots fall back down. Fortress says they need to get out of here and they all fly up and open the panels, but sand then pours in everywhere and buries the Autobots and they all get covered. Chromedome says that this reminds him of a situation on Master four million years a go.
 

Chromedome's flashback shows us the story of how when Fortress and the group of warriors left Cybertron they ended up crash landing on Master in a sandstorm. As the group went on to try and find shelter, they were struck by a hurricane which scattered the group and then fell into quicksand. Many of the group were destroyed because of this.
 

Back in the present Fortress tells the others not to give up otherwise there four million years of training was for nothing. We then see another flashback showing us how bad it was on Master, and that acid rain often fell and stopped them from working. Another problem was that there were two ice ages over the four million year period which wiped out many of Master's new inhabitants. However the others eventually started to build a city and created giant bodies for themselves.
 

The flashback goes on to show how the Autobot Headmasters struggled to Transform and we get to see a hilarious moment where Chromedome and the others jerk around without heads due to not knowing how to transform correctly. Fortress tells them to keep trying and never give up and they eventually learn how to do it.
 

In the present again Highbrow has the idea of exchanging heads with one another to improve their skills, which they do. Chromedome puts his head onto Hardhead's body and thanks to this his skill increases giving him enough power to transform.
 

The others transform and head back up to the surface, whilst Fortress climbs out, much to the surprise of the 3 Decepticon Headmasters. The Decepticons start to fight the Autobots but are no match for them due to them not being as powerful. Mindwipe calls out to Zarak for help but he isn't there. The Decepticons wonder how they are doing it and realise they they have changed their heads around....
 

...so the Decepticon Headmasters decide to give it a try and swap heads around themselves. Now that the match is slightly more on equal terms the two sides engage in battle once more, but then Galvatron and Astrotrain show up. But before Galvatron can start attack...
 

...Rodimus and the Trainbots show up. But Chromedome says he wants to take on Galvatron and ends up kicking him straight in the quicksand, and Galvatron starts to sink immediately. The other Decepticons also end up being thrown into the quick sand but before they sink Galvatron yells out to Astrotrain to save him.
 

Astrotrain saves the Decepticons before beating a hasty retreat, whilst the Autobots laugh at them as they get away. The narrator ends the episode asking what Galvatron's next plan could be.

This episode marks the first appearance of Zarak, although he is completely encased in shadow here. He doesn't truly reveal himself until later on in the series.

This is, I think, the only episode not to have Wheelie and Daniel in it.