Red Alert is damaged during a battle, making him rather paranoid. This causes him to join forces with Starscream, who wants to get a hold of the Negavator.

On the run from Galvatron, Spike, Daniel and several Autobots enter a mausoleum and find a surprisingly not dead Optimus Prime. This would be cause for great excitement among Autobots. Unfortunately, however, Optimus is really under Quintesson control and is being used in a plan against his friends.