The Autobots are busy fitting jets to the side of Optimus' trailer when Carlos bursts in with a story about a holographic girl appearing on the computer at Autobot HQ and asking for help, and the Black Squirrel having been seen as far afield as Luton. Well, the holographic girl bit, anyway. However, the Autobots regard his news as being as credible or important as the squirrel, being more distracted at having just received another Mini-Con discovery alert. They head off into the sea in search.
Hot Shot discovers a city on the sea bed, and the 'Bots are making their way down when the Decepticons launch an attack. Optimus sends Hot Shot and Red Alert to distract them whilst he heads to the city with Smokescreen. The air seal on his cab was damaged in the altercation with Megatron and the Decepticons, and the kids are beginning to drown by inches.
Smokescreen opens a door in one of the city's buildings to find an air bubble for the kids, and he and Prime drop them off and return to the battle. Rad, Alexis and Carlos find themselves surrounded by what appear to be Romans, although they walk through the kids, demonstrating themselves to be holograms. They meet the girl Carlos saw on the screen earlier next to a fountain.
The 'girl' reveals the history of the Mini-Cons... apparently, her civilisation discovered and used the Star Saber to build a great empire. However, the power eventually destroyed them... so she wants the kids to leave and make sure the already found Mini-Cons are kept away from those who would abuse them and their powers. Alexis and Rad say that the Autobots are the heroes of the piece, but the holographic girl merely repeats her case.
Megatron breaks in through the wall, to be met by the Street Team combined as Perceptor. Megatron sends Leader-1 and Bonecrusher to fight them, but Optimus Prime arrives and orders them all to cease fighting, before engaging Megatron himself. Leader-1 finds the new Mini-Con, which Megatron seizes. Megatron declares it to be a combining Mini-Con which won't activate until its partners are found. The Decepticons leave.
The city begins to crumble. Red Alert drags Carlos away from the 'girl', who is still saying that the Earth is doomed, and the Autobots also leave. Elsewhere, Megatron is happy to announce that they have a piece of a powerful Mini-Con artifact; Optimus is rather more worried; and Carlos and Rad have a heart-to-heart on the subject of friendship and the hologram, which Carlos had rather a crush on.
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