In the year 2005 the war between the heroic Autobots led by Optimus Prime and the evil Decepticons led by Megatron rages on. As both factions fight on a huge evil rises from the depths of space. As the Decepticons launch an all out attack on the Autobot forces the leaders of both factions are mortally wounded, and Prime dies and Megatron is tossed out into space with the other injured Decepticons. After Unicron transforms Megatron into Galvatron and the other Decepticons into his heralds they are sent to retrieve the only thing that can kill Unicron The Matrix of Leadership. The Autobots now under the command of Ultra Magnus and later Hot Rod, must get the Matrix back in order to put a stop to Unicron.