A Skuxxoid is flying through space, enjoying his time blasting derelict spacecraft with his giant cannon, only for Blast Off to show up and take offence at it occupying Decepticon territory, though he begins asking where he got his cannon from after catching the little critter. Testing it for himself on an old shuttle and downing it with one blast, he hears that the ammunition is hard to get, so the Skuxxoid provides him with a map of the planet they're from.

Meanwhile on Cybertron, Kup is retelling his antics to Grimlock, Wheelie and Blurr about his time on the planet Dread where after a run-in with a goofy looking dragon thing and an inescapable swamp, he was kidnapped to work in the slave mines of the planet. Grimlock reminds him from an earlier telling of that story that a creature named Chaos resided in the mines, but the elderly Autobot cuts his story short and tells the Dinobot to never mention Chaos again, as it's not something he wishes to talk about.

Wreck-Gar saves them from an awkward silence by reporting about a destroyed EDC station on the planet Goo, so they hop aboard Sky Lynx and check it out, Blurr disabling the stickiness of the surface so they don't end up in hot water first. The Junkion basically tells them that a load of busted stuff is showing up on Goo and has no idea what's causing it, so Kup busts out an audio frequency type thing device that presumably will tell what blew all the holes in them...


And after a moment of reluctance, Kup reveals that Death Crystals are what caused the mess, but refuses to elaborate on how they could destroy the toughest metal in the galaxy. Before Grimlock can shake the answer out of him, Runamuck and Blast Off fly by, firing at them with the cannon the Skuxxoid was using and quite literally begin ripping the rubble they were investigating to shreds!

Sky Lynx, being a smug old git, realises he's the only one the little fellows will get out of this scrap, so lets them climb aboard as the Decepticons keep up the chase, leaving Goo and into space when Sky Lynx' wing is damaged by one of the blasts and nearly incinerated when a comet near them is exploded. Kup inspects one of the Death Crystal shards sticking inside Sky Lynx, who passes it to Grimlock who demands an answer to everything about them.


After further pressuring from Blurr and Wheelie, Kup gives in and decides they have a right to know. Death Crystals are grown on Chaos, who Grimlock has now kind of forgotten about, and is told that Chaos is pretty damn despicable and nobody sees him without dying shortly after. Continuing his story from earlier, he was brought to the mines to collect Death Crystals near Chaos' cavern.


After an attack from some weird pterodactyl type creatures, another slave explains to him that the creatures were fleeing from the approaching Chaos, who doesn't even need to appear before causing an earthquake that apparently kills everyone but Kup with giant boulders falling from the ceiling. With the daylights scared out of him, Kup makes a break for it and notices a cell full of captured robots who demand he free them. However, before he can do that...


We see just how goofy Chaos looks, though it's frightening enough for Kup to drop the keys and save his own ass. This is an action that Kup regrets to this day, and thus why he hated retelling the story.

Meanwhile, over on Dread, Astrotrain believes Galvatron's utterly harebrained scheme of using a giant Death Crystal powered cannon to blow up Cybertron is a brilliant idea, while Galvatron waits long enough to confirm he feels the same that it sounds like he wasn't listening at all.


Inside the mines, Chaos returns again and sends the slaves packing, though Galvatron will accept none of this and commands the Predacons to form Predaking and capture the runaway workers. Meanwhile, Sky Lynx lands on the planet and Kup and Blurr set out to explore, leaving Grimlock, Wheelie and Wreck-Gar behind in the pompous flying bus to stand guard about the area. They barely venture out for a second before the Predacons show up and start scrapping, Kup being double-teamed while Blurr begins sinking into the inescapable swamp Kup mentioned previously!

While Blurr presumably screams for help (who knows for sure!), those who were meant to stay behind decide to come and help for no reason, Sky Lynx's lynx half fighting the Predacons and insulting their lower class status while his flying thing half rescues Blurr. Grimlock and a really wackily sized Wreck-Gar and Wheelie assist Kup in sending the Predacons off with their tails between their legs, the Dinobot explaining their impeccable timing by claiming they got tired of waiting. I'm guessing he got tired of waiting and the three others were just submissive.

Grimlock suggests that now is the time they annihilate Chaos for eternity, saying that the Decepticons' Death Crystals are bound to help in destroying both the terrible beast and the terrible weapon, and all but Kup agree with the plan, the elderly Autobot just believing it to be crazy. Meanwhile, the Predacons report to Galvatron and tell him about the nearby Autobots, and blame their loss on Sky Lynx.


Conveniently, Sky Lynx reveals himself from his recon mission, distracting the Decepticons long enough for the other Autobots to rush in from another direction and get a brief advantage, until Sky Lynx feels the need to gloat on a mountain top and promptly get blasted down again.


With their big man down, the Predacons form Predaking and tip the odds further in their favour, and it doesn't help that Kup decides to enter the cave and face Chaos alone, leaving the others outside to face the Decepticons. Things are made worse when Predacon slices a chunk of rock to squash the opponents, though he does succeed in trapping Kup inside the cave. Things aren't good!


The Autobots aren't doing terribly well, what with Predaking being kind of invincible, though Sky Lynx is back to a stable condition. Kup, meanwhile, reunites with Chaos after so many decades and tells him that there's a bigger monster that he's afraid to go up against. After shouting out that load of cobblers, he runs off to rescue the imprisoned slaves and takes them outside through an alternate route, finding the unmanned Death Crystal cannon.


Kup and the slaves set about turning the cannon, knocking Galvatron and Astrotrain off a cliff in the process, and turn it to the main entrance that Chaos busts out of, the debris of the giant boulder also sending Predaking out of commission. With the cannon in place and the big lug just standing in place conveniently, there's only one thing to do now.


"Hey, Chaos! You left these lyin' around! I wanted to give them back to ya!"

Not quite as snappy as "I would've waited an eternity for this", but for being a senile old coot he does the job pretty well.


The blast completely obliterates Chaos, but also causes the mountain to erupt with lava, sending everyone fleeing for their lives, though Sky Lynx arrives in the nick of time to pick up Kup and the prisoners, carting them safely back into space.


Grimlock uses this opportunity to lie about him being afraid, coupled with a really stupid laugh, while Blurr fears they should patch up Sky Lynx's damage from the earlier Death Crystal attack, but Kup just says they can do that when they get home. And happy with Chaos no longer a burden on his soul, Kup resumes what he does best: Telling old stories which are only appealing to Grimlock about flying busted shuttles across unpronounceable planets in which he got trapped in a giant space whale for three days but managed to outsmart that big lug and then...

You've gotta love how Grimlock simply refuses to enter robot mode and use a gun during the last stand against the Decepticons, preferring to stay in dinosaur mode and tag along uselessly.


So why does Sky Lynx need two pilots when people are inside him? He can clearly fly by himself, and it's understandable in the case of flying to Dread where's never been to before, but he certainly knows where Goo and Cybertron are.