Optimus returns and issues warnings of a Cybertronian invasion, so the Autobots split up to defend their homes; the Bee Team returns to Cyberton; and Optimus and his All-Stars stay behind to battle the invasion.
Soundwave escapes the Shadow Zone to set up a Beacon Generator intended to summon Megatron. The Bee Team battles the notorious Decepticon; Optimus Prime takes on Laserbeak; and Sideswipe learns about the consequences of his actions.
Bee goes on a scouting mission, only to be captured by Steeljaw's Decepticons, who have also captured Sideswipe and Strongarm. Fixit does his best to keep Steeljaw and the 'Cons at bay, while the captured Autobots try to escape.
Steeljaw and his pack return and launch an attack on the Scrapyard, forcing the Autobots to abandon their home base. As a result, Sideswipe's fear of abandonment threatens the Bee Team when they face their foes again at the Crown River Dam.
Strongarm worries that her Academy classmate Chicane may still harbor a grudge, but when a powerful foe comes after her old friend, Strongarm and the Bee Team put their sparks on the line to protect her.
After his reckless actions cause the escape of a dangerous Sharkticon weapons engineer, Sideswipe goes out of his way to recapture the 'Con and prove his value to the Team in fear of getting replaced by a younger newcomer.