As the sun sets, Leozack flies at a low altitude across the ocean and then dives into the water, where he sees and gets onboard Deszaras' ship, the Thunder Arrow. He's about to report his findings on what he's seen on Earth...
...but we don't get to find out what he's been up to as we are then shown what the Autobots are up to. After the destruction of their galaxy base in the last episode, Galaxy Shuttle has landed on Earth and the Autobots are using him as a base. Ever since they landed the Autobots have been looking around the planet for Decepticon activity but have so far found nothing.
Outside Galaxy Shuttle the Autobots and Jan are busy fooling around, until Wingwaver remembers that Jan starts school tomorrow. Jan thinks that it'll be fun to go to school but Holi says it isn't, which almost leads to an argument until Star Saber shows up outside and tells Jan not to worry and that school is good because he'll get to make new friends and get to learn new things.
Next morning, the school where Jan is going is about to start lessons and some pupils, including Illumina (girl to the left with orange hair) have heard that there is a new student starting today, and they are talking about what this new person will be like when the Autobot dick patrol shows up, with Star Saber hovering above the school for no reason and Holi driving at full speed with his sirens blazing through the front gate.
The two Autobots transform and Star Saber aplogises for being so loud in his entrance. The headmistress of the scholl, Mabel, walks outside and Star Saber decides to pick her up for no reason other than it being easier for him to talk to her (always thinking only for themselves, these Autobots...) and later the two of them complete the paper work for Jan's registry to the school. Star Saber tells Mabel how he became Jan's foster father and tells her about what happened to Jan's parents...
...several years a go, the Dinoforce attacked a large spacecraft which was returning back to Earth. As the Dinoforce took the ship's energy and continued to wreck the ship itself, Jan's parents inside put their son inside an escape capsule and made a quick video log, telling that whoever finds this must look after their child.
The ships engine's detonate just as the escape capsule is launched and shortly after this the entire ship explodes. The Dinoforce make away with some energon as Star Saber arrives only to find wreckage and no signs of his enemies, but he does see the escape capsule.
Ever since then Star Saber has become Jan's guardian and now they have finally returned to Earth for the first time since Jan was very small. With his back story revealed Mabel says she can take care of things from here and goes off to take Jan to his class.
Meanwhile Leozack reports to Deszaras and tells his leader how he has a great plan to bring Star Saber to them where Deszaras can destroy him. Leozack sets off to start his plan but finds the Dinoforce waiting for him outside, saying that they've been ordered to come. Leozack lets them but Kakuryu says he can't swim and so suggests they don't let him leave the Thunder Arrow and just let him sleep, but Goryu has a suggestion for him.
Back at the school Jan already makes tons of new friends just by telling them all about the Autobots, to the annoyance of his maths teacher. Star Saber and Holi see that things are going well and are about to leave when they here a noise and see something heading towards them in the sky. They wonder if it's on their side but it becomes quite apparent that it isn't when it starts shooting at them, it's Leozack!
Leozack isn't only gunning for the Autobots though and starts to destroy bits of the school. Star Saber and Holi lure him away from the place as he jets in front of them, transforms and lands. He tells the Autobots who he is and that whilst he is the second in command of the Decepticons, even Deszaras fears his power* and that he is really number one. *blatant lies
He then challenges Star Saber and brings out his electric nunchaku weapon, but he doesn't really seem to know just who he's dealing with here and ends up being punched in the gut and knocked back. Before the Autobots can claim victory though the Dinoforce arrive and do their bit in the school smashing campaign, whilst also blocking off the children from escaping.
With the odds against them Holi sends a transmission to the other three Brainmasters, telling them to get over here a.s.a.p. as the Dinoforce continue to destroy the school. The children cannot escape as they are stuck on the roof and the only bridge across to land has been destroyed by the Decepticons, which raises tensions between Jan and the other children, who says it's all his fault as he was the one who bought the Decepticons here.
Illumina and Mabel say that Jan isn't to blame as the Decepticons are always fighting the Autobots, and if the Autobots weren't here, then they'd be dead by now. Star Saber then drops off part of himself, the V-Star, and tells Jan to use it to fight back.
The Brainmasters then arrive at the battlefield and annoy Goryu by calling him and the other Dinoforce members "small-fish". Enraged, the Dinoforce unit and form into Dinoking. But it turns out that the Brainmasters have a trick of their own...
...as they transform and unite into Road Caesar.
Road Caesar may be new but Dinoking doesn't care and lunges into an attack, but no matter how he tries his swipes miss and Road Caesar dashes in and cuts through his scythe and his chest. Elsewhere in the battle Jan is dealing with the Dinoforce shells who are still on the rampage by either shooting them or knocking them down.
Leozack isn't defeated yet and continues to fight Star Saber, as Jan finds out. Jan decides to give the V-Star back to Star Saber so he can use it to battle up and become more powerful, but he didn't realises that the ejector seat kind of didn't have a parachute until it's too late. As Jan falls out of the sky he is caught by Holi just in time.
Star Saber transforms and quickly slashes Leozack's chest, just as Dinoking gets knocked off a cliff by Road Caesar. Leozack gives the order to retreat and as the Decepticons fly away the Autobots look at the now battered school.
Later on the Autobots start to repair the damaged parts of the school whilst Star Saber apologises for what has happened, but Mabel thanks him for saving them all from the Decepticons. Jan is now friends with everyone again as they congratulate him for flying the V-Star so well and then Holi shows up offering him a lift, only to have everyone jump on him as he drives all over the place towards the sunset.
I always find it odd in why they bothered introducing Leozack in the previous episode when he gets to do so much more here, particularly compared to his role last time where he does nothing but stand around talking.
The animation for when Jan's escape capsule launches looks just like the sequence from Star Wars when C-3PO and R2-D2 use an escape pod near the start of the movie. But a much better Star Wars reference is yet to come...
Jam seems to be exempt from wearing the school uniform everyone else has to wear -he's always seen in his usual clothes in any future episodes which feature the school.
Usually in Japanese animations, whenever a new character or object appears, it's name will appear at the bottom of the screen. This happens with the V-star in this episode. The problem is that the V-Star was actually in the previous episode, where it got no special treatment... stupid V-Star.
This is the only episode to use the Road Caesar bumper.