Starscream, Blitzwing and Astrotrain are busy using their lasers to carve their heads into a mountain, but they also create Megatron. They then say that one of the heads does not belong and they destroy Megatron's rock head, saying that he has led them to failure and that they will put their plan into motion to get rid of him. However, as they head back to base Starscream doesn't know that the two triple changers are also going to double-cross him.
Later on Starscream takes Megatron to a sewer claiming that there is an Autobot energy base somewhere nearby, and as the two enter a door shuts behind them and zero-degree molecules pour in, freezing Megatron before he can try and escape. Starscream laughs and then heads to his escape route only to find out too late that it has been blocked off by his two allies, who make sure that their plan has worked by just touched the ceiling above them and finding out that it is completely frozen.
Blitzwing arrives at a football stadium ready to start his conquest as joint-leader of the Decepticons, and after plowing straight into the structure he sees some guys playing a game of football and a another guy with a yellow jacket barking orders at them. Thinking that they are in a battle simulation, Blitzwing decides that the stadium will be his new base and the coach will be his second-in-command. Meanwhile Astrotrain arrives at a train station.
He says that this place will be his new base and heads inside wanting to get all the humans to be his minions, but they all run away scared. Not willing to give up, he says that he doesn't need them anyway and that he will use trains instead to be his warriors, and starts to uses various computer parts to upgrade them so he can control the fleet.
Back at the stadium, Blitzwing knocks down another wall to show his new helper his new office -the locker room. After saying something hilarious, he learns that he must get a good zone defense, and so he gets the Constructicons to come and put that into practice. The next advice offered is "the long bomb" - which Blitzwing uses by going out onto the pitch and firing a shot into the city.
When the Autobots find out about this, Optimus sends out Prowl, Bluestreak, Tracks and Skids to go and investigate. Blitzwing lets them come and they enter the zone
defence that the Constructicons were working on earlier -a huge maze. Blitzwing uses his tank mode to crush all four of them and after doing that he goes back to the pitch and gives himself 40 more points on the scoreboard for his work.
Astrotrain has completed work on his new army of trains and he takes them through to an underground railroad where they can take energy to convert into energon later, but his new warriors aren't particularly bright and struggle to even release the energy in the first place, and most of them keep bumping into things despite Astrotrain's attempts on giving advice to them on what to do. He complains that it is hard to get good help these days.
Scrapper is making Blitzwing a throne out of the four Autobots he destroyed earlier, but another group of Autobots have been sent in - Powerglide, Smokescreen and Hoist, who get through the maze thanks to Powerglide's aerial view meaning he can guide the others through it. They reach Scrapper and Smokescreen does his usual trick whilst Hoist gets the throne and the Autobots all escape.
Thrust, Thundercracker, Ramjet and Dirge go and see how Astrotrain is doing as he takes them to his "Astroforce" only to find that most of them have crashed into each other and are deactivated. But one of them is still alive and kicking and Astrotrain commands it to head off and collect the energon cubes they have made, but instead it zooms off and hits a water main, flooding the entire area.
The seekers escape but Astrotrain is washed out of the underground as the water proceeds to flood the entire city. The water also pours into the sewer and unfreezes Megatron and Starscream. Megatron is furious but Starscream maintains his story that the triple changers tricked him into leading Megatron into a trap. Megatron gives Starscream a choice.
More Autobots arrive in the city and see that the place is flooded, so Trailbreaker uses his special rainbow edition force-field to keep the water back as Optimus and Ironhide head down into the underground and find the main culprit, a split pipe. Ironhide uses his super cool liquid nitrogen to reseal it, which stops it from leaking.
At the stadium, Blitzwing's scoreboard has reached an all time high, but then it is destroyed by the Constructicons who want their reward for building the maze. Blitzwing replies with something funny but not particularly bright and soon he has a big problem as the Constructicons do not take kindly to his words and transform into Devastator.
Megatron is looking for Astrotrain but he instead finds Optimus Prime, but he and Starscream don't want to battle him as they'd much rather sort out the triple changers instead. Meanwhile, the stadium is flooded by the last rush of water as Blitzwing and Devastator fight. Astrotrain then arrives and Blitzwing asks for his help, but he instead begins to attack him.
Megatron then arrives and smashes their heads together, saying that he is the leader of the Decepticons as Starscream sucks up. However, Devastator still thinks that he should be a leader of some kind as that is what Blitzwing promised, and begins to attack all of the Decepticons present as they fire back at him.
After a lot of fighting the Decepticons get it into their skulls that Megatron is the leader of them all and they fly away as the group of Autobots, who haven't had to do anything in the battle, watch on. Prowl says that there is only one true leader in the universe and he, Skids, Bluestreak and Tracks create a wacky looking throne for Optimus, but he says that thrones are only for Decepticons and he'd rather roll as the Autobots head back to base.
This is the second and last time Skids appears in the series, and he has a different voice actor here (Dan Gilvezan). Sucks if you like Skids but just go and read some of the UK comics if you want to see more of him.
This episode is also sometimes hated by the fanbase for having such a ludicrous plot but deep down everyone loves it really.