At Chip Chase's request, the Autobots decide to race for charity. Megatron creates a new weapon called the "Transfixatron", which is a ray to freeze any transformer in their alternate mode. During the Autobots race, on Megatron's order, Skywarp teleports above the Autobots using the ray. Megatron and the Decepticons appear to battle the Autobots, and they win easily due to the Autobots not being able to transform. Soundwave ends the battle by knocking out the Autobots radios keeping them from contacting headquarters. Bumblebee escapes the battle with Chip and Spike making it back to HQ warning the others whom did not participate in the race.
While prisoners of the Decepticons; Hound is able to send a hologram to HQ revealing their location to the other Autobots, and during this time Wheeljack develops a weapon to counter the effects of Megatron's ray. The last Autobots made up of Brawn, Huffer, Ratchet, and Wheeljack, make it to the site where their friends are being held and awaiting destruction by Megatron's second invention. An all out battle takes place and the Autobots cure their friends; now being able to transform again they prepare for battle.
Megatron wanting a quick end to the battle, orders the Constructicons to merge into Devastator. The Autobots battle the behemoth but the battle is going against them as Devastator quickly runs through their numbers even hurling Optimus Prime and Ironhide through small houses; with assistance from Cliffjumper, Wheeljack uses Megatron's own ray against Devastator canceling his gestalt mode. Now with Devastator defeated, Megatron realizes the numbers are against them and orders a retreat. The Autobots then destroy the ray and celebrate.