Fred and Billy are having a heated debate about where the Transformers come from when they see the other three kids in the distance. They lose sight of Alexis, Carlos and Rad as they enter a forest, but Cyclonus spots the three and makes to attack. Rad gets in a shot with Laserbeak, and Cyclonus captures Fred and Billy as hostages. He wants the kids' Mini-Cons in exchange for the two.
Having sent Laserbeak off to spy, the kids head back to Autobot HQ and the 'Bots agree to help save the brats. Red Alert locks onto Cyclonus' position and the Autobots head after him. They discover Cyclonus, Demolisher and Starscream are hiding in a ghost town, and that Fred and Billy are being monitored in a deserted warehouse by Leader-1.
They decide to try to negotiate with the 'Cons, as the kids head off on their Mini-Cons and Fred and Billy try to break free from Leader-1. The Autobots' "negotiation" spins into battle, whilst the kids discover the warehouse and send their Mini-Cons in to check it out.
Grindor, Sureshock and Highwire take on Leader-1. Outside, the fighting contonues and Jolt joints Hot Shot in fighting Cyclonus. The 'surprise' comes when Megatron emerges from beneath rubble in the warehouse (not that it's been an obvious trap or anything) and takes the kids and Mini-Cons hostage.
Megatron then demands the other Mini-Cons the Autobots have... he motions Red Alert to send in Long Arm and Joly. However, slightly implausibly, a blast from Laserbeak stuns Megatron and the kids escape. Megatron isn't out of the game, though, capturing Rad. A mild flurry of action ensues in which Fred, Megatron, Leader-1 and Hot Shot tangle, allowing Rad to escape. The Decepticons teleport back to base.
Of course, now Fred and Billy know about the Autobots.