Triple Takeover

Triple changers Astrotrain and Blitzwing each seize a piece of Decepticon power in a bid to topple Megatron.

Starscream, Blitzwing, and Astrotrain are using their weapons to carve their faces along with Megatron's into a mountainside. They agree one of the faces doesn't belong, then decide to band together and overthrow Megatron. Flying back to base, Blitzwing and Astrotrain decide who should lead Megatron into the trap, one of them suggesting Starscream while the other counters how the Air Commander has constantly been attempting to become leader of the Decepticons and failed. Starscream retorts as usual and says he will do it, and the other two gloat about manipulating him.

Starscream leads Megatron into the sewers, stating that a secret Autobot energy base is present there, but the doors close around them. Megatron recognizes it's a trap but gets frozen. Starscream gloats and tries to escape through a hatch but finds out that it's been locked by his "allies". This leaves Astrotrain and Blitzwing as joint Decepticon leaders.

Heading for a stadium, Blitzwing, in a display of great intelligence, drafts a football coach to be his second-in-command and demands tactical advice from him, keeping him stuffed in a locker when not needed. Blitzwing misinterprets the coach's suggestions of "zone defense" and "long bomb" and has the Constructicons build a massive highway maze, then begins firing "long bombs" from the stadium into the surrounding city. Prowl leads a group of Autobots to investigate, but they end up crashing into each other in the Constructicons' maze and getting mashed flat by Blitzwing in tank mode. Meanwhile, Astrotrain heads to a train station, where he "conscripts" the Astroforce, human trains which are to be his army. He sends them into a tunnel to collect energy lines and convert them into energon. It actually goes quite well for Astrotrain. The Astroforce? Not so much.

Meanwhile, Powerglide flies over the maze, where Scrapper has built himself a throne... made of Prowl, Tracks, Skids, and Bluestreak. Guided by Powerglide from the air, Hoist and Smokescreen manage to rescue the Autobots, causing Blitzwing and Scrapper to crash into each other. At the train station, the Seekers come to see how Astrotrain is doing. To his credit, he has gotten a lot of energon cubes, but his Astroforce has somehow gotten off their tracks and into a knot. Astrotrain urges one of the trains to gather some energy from a gas main, but it turns out to be a water main, which floods the tunnel. Worse, it heads into the tunnel in which Megatron and Starscream are trapped. Online again, Megatron accuses Starscream of another attempt at treason and begins the customary throttling. Starscream maintains that he was tricked. The pair go in search of the two traitorous Triple Changers.

Optimus Prime, Ironhide, and Spike see the two Decepticons, only to be distracted by the water main flooding the city. Optimus rescues Spike after the boy is washed away, handing him off to Powerglide to take to safety. Trailbreaker uses his force field to push back the water, while Optimus and Ironhide seal the main. Heading for the station, Megatron and Starscream encounter Prime, who claims that he's looking for the real leaders of the Decepticons, implying it isn't the two of them. This really angers Megatron, who tries to kill the Autobot leader, but Prime escapes. Megatron leaves to put Astrotrain and Blitzwing in their place, while the Seekers watch and place bets on who will win. Optimus, however, is content to sit back and wait for the outcome.

At the stadium, the Constructicons demand a share of the power Blitzwing promised, but he refuses and tells them to go jump off a bridge. Bad idea, for the Constructicons form Devastator. The flood from the water main finally dies out at the stadium, depositing Astrotrain, who decides to scrap Blitzwing as well.

Megatron and Starscream arrive, and Megatron beats his would-be usurpers senseless, but Devastator knocks out Megatron, then turns his sights on the Air Commander. Starscream manages to dodge Devastator, then Megatron slams the giant. Megatron, Blitzwing, Astrotrain, Starscream, and Devastator then engage in a battle royale which sees Megatron emerge victorious. He decides to spare the traitors, saying the Decepticon cause is too important, but warns them never to betray him again.

As the Autobots look on, they're impressed that Prime knew that Megatron would handle the Decepticons for them. The previously injured Autobots form a throne for their commander to sit on, but Optimus Prime declares that he'd rather roll.

—A hapless halfback and his coach meet Blitzwing.

—Blitzwing to the football coach his second-in-command.

—Blitzwing explains the perfectly obvious to Scrapper

—Decepticon "leader" Blitzwing and Scrapper

—Astrotrain gets no respect from Thrust.