Fight or Flee

Cyclonus and Scourge are on the trail of Fireflight, who's hidden himself by some asteroids to evade the shots of the Decepticons. Cyclonus, intent on catching his prey, corners the Autobot (well, the closest one can in space), only for the rest of the Aerialbots to show up and change the odds a little.
 

The Aerialbots form Superion, leaving Scourge with his diagnostics unavailable and forcing the two to take cover in a vortex. Cyclonus apparently didn't expect themselves to still be alive after such a stint, and thus is pretty astonished both from that fact and how the planet they've landed on looks like the golden age of Cybertron!
 

It's actually the planet Paradron, as a cheerful Sandstorm introduces them to their planet, and the two Decepticons are taken to an energon fountain to be put back on their feet, though the residents of the planet don't take too kindly to their selfish gluttony but don't really do much about it aside from hushed muttering.

The two enter the communications centre and prove what an awesome duo they are, taking it over to contact Galvatron and tell them how Paradron has an unlimited supply of energon and absolutely no defences, meaning it's just asking to be taken over by the Decepticons. Meanwhile, Sandstorm tries to encourage his fellow Paradron citizens to defend their planet from the self-centred intruders, though the others simply say they're misunderstood and it's not like them hogging the energon means much, since there's so much and all.
 

The two Decepticons use this opportunity to stun Sandstorm and lock the doors, preventing anyone from escaping while Galvatron and the rest arrive to take over the planet, forcing the citizens to kneel before their new leader. Meanwhile, Sandstorm is locked away in a prison far from the city, but busts his way out with a mini-laser and speeds back home again.

Razorclaw and Brawl are dispatched to capture him again, and you'd think that a tank would actually be useful in stopping a car, but apparently all you need is to drop a lion in front of it and it'll immediately fall off the road, much as Sandstorm does into a pretty huge chasm.

What the Decepticons didn't know was that Sandstorm is a triple changer, and can also become a helicopter! The two attempt to chase after, but lose him in the maze-like underbelly of the chasm, though the Autobot manages to find an ancient rocket and sets about filling it with fuel. Divebomb, in pure Laserbeak fashion, spies this via head camera and prepares to demolish him...

Only for the rocket to get back online and blast off, leaving Divebomb to crash headfirst into the ground like a doofus. Sandstorm, however, doesn't get terribly far before his ship enters an undesirable condition, forcing him to send out a distress signal that reaches Autobot headquarters, with Rodimus ordering Blurr and Springer to rescue the guy, warning them that it could be a trap.

Rescued in the time between one of those alliance symbol scene transitions, Sandstorm is wired to a lie detector while Kup refuses to believe his claims that he's from the planet Paradron, but the lie detector says he's telling the truth. After being told to repeat his tale by Rodimus, Sandstorm explains that his kind fled Cybertron during the fourth great war, and settled on a peaceful planet through a vortex where they would never be found, hence why it's not on any star chart.
 

Rodimus suggests they prepare a strike force, though Blurr claims that the Decepticons will be doing the same now that Sandstorm's escaped so they'll just be walking into an explosive wall, but the Autobot leader claims he's got it under control.

Meanwhile, Galvatron has turned Paradron's citizens into slaves, melting down scrap to turn into material for missiles and explosives, when the strike force ship appears in view of the Decepticons.
 

The Predacons man one of the defence cannons and blast it, leaving barely any remains and thus no souvenir for Galvatron to take home with him. Of course, it's immediately after this scene that Rodimus announces "that decoy ship worked perfectly!" meaning that any ounce of suspense is lost entirely as they prepare strategies inside a nearby asteroid before busting out.

Rodimus, Springer, Sandstorm and Sky Lynx set about destroying some of the defences, blowing up Razorclaw, Brawl, the communications officer from earlier and a Dalek along with the door to the holding cell, where Sandstorm encourages his fellow men to arm themselves with guns from Sky Lynx and reclaim their freedom, and after a bit of reluctance, they accept.

Ultra Magnus, Blurr and Wheelie have been assigned to get control of the energon supply, but are ambushed by Galvatron and a horde of lackeys before they can get far, forcing Magnus to contact Rodimus saying that they're pinned down and they have no choice but to abort the mission, though Rodimus claims that if they can't take control of the energon, they'll have to destroy it, the whole planet along with it. Sandstorm doesn't like the sounds of that, naturally, but Rodimus states that if the Decepticons keep the energon, every other planet will be demolished too. Wheelie then discovers a drainage grate, so they escape through that.

While the Paradron citizens flee in escape pods, Sandstorm and Ultra Magnus enter a structure where apparently the whole place'll collapse if they talk, though it doesn't seem to mind Magnus muttering commands to lie down from a small missile that's flying around trying to detect their presence. Magnus grabs it and hurls it back the way it came, demolishing an awesome jeep the Constructicons are riding in for no apparent reason.

The two find the energon chamber, and after commenting on how beautiful it is, Magnus plants the bomb with a five minute timer while they make a runner, only for Galvatron to show up and attempt to stop them, who simply gets run over while he calls them cowards, but upon realising that something's wrong, decides to call for a retreat as well.

After Rodimus makes the countdown with a stupid grin on his face from a nearby asteroid, the whole planet explodes as the Decepticons retreat, Sandstorm finding it to be a strangely beautiful sight. Rodimus is just an asshole, though.

After Galvatron arrives on Paradron, Cyclonus seems to essentially disappear, being visually replaced with a rather short Bruticus while keeping his voice; Cyclonus does appear as a guard in the prison and takes part in the stand-off with Ultra Magnus, but it's still rather odd.

When ambushed by Galvatron and buddies, the Autobots take cover behind...

A newspaper stand. That survives tons of laser fire and missiles. Paradron is perfect!

 There are two instances of posthumous appearances in this episode; the first doesn't really exactly count because Soundwave talks with Shrapnel's voice, but isn't actually Shrapnel. The latter is one from Ironhide who's there in the asteroid meeting.

I guess he got better and Shrapnel pulled a Starscream. There's also two Ultra Magnuses and two Springers busting out of the ship, but that's normal affair.