Explosion on Mars!! Scorponok Appears!

The Autobots on Athenia attempt to contact Fortress but there is no response. On Mars Fortress is still alive, but he now has no energy left to transform. Inside Fortress' ship the other Autobot Headmasters are put into restoration chambers to recover from what happened in the last episode. And thanks to the Autobots being out of action, the Decepticon plan to blow up Mars continues.
 

The Terrorcons report to Zarak that most of the bombs have been set and that they are moving on to place the final explosives. Zarak is pleased and then thinks to himself about how once the bombs explode, not only will he be able to take all of the plasma energy released from the planet but Fortress will also be destroyed in the explosion.
 

The Autobot Headmasters discover that if Mars explodes than the effect could be devastating to other planets, as Daniel hinted at in the previous episode. Fortress says that they must stop the bombs from exploding and save Mars, but as Hardhead points out they have no idea at all of where any of the bombs are, nor do they know how many have been planted.
 

However, Hardhead sees a blip on the radar and they bring it up on the ship's viewscreen, and see one of the Terrorcons is near by and may be plating a bomb. With Brainstorm and Highbrow still out of action, only Chromedome and Hardhead can go and find out what's going on, but Weirdwolf and the other Decepticon Headmasters intercept them. With the Autobots outnumbered, Fortress contacts Athenia and asks for the Trainbots to be sent to Mars.
 

The Trainbots arrive at Mars pretty quickly and unsurprisingly transform in Raiden, who knocks all 3 of the Decepticons down with one punch. Zarak tells the Decepticons to stop fighting and pull out, which they do, leaving the Autobots wondering why their enemies have left so suddenly.
 

Fortress contacts Ultra Magnus at Autobot City on Earth. Fortress needs to know more information about what the Decepticons are up to and why the Decepticon Headmasters retreated so suddenly. Magnus sends Twincast and his cassettes to the Decepticon Earth base. Steeljaw distracts Thrust and Dirge (who are standing outside guarding the main entrance) whilst Rewind goes inside.
 

Rewind transforms into his cassette mode and hides on a ceiling, and overhears a conversation between Soundblaster and Sixshot. Zarak has ordered the Decepticons to head to Charr immediately. Rewind tells Twincast about this and Twincast decides that they'll have to go to Charr as well to find out more information. Twincast and Rewind watch Sixshot use the Earth Decepticon spacebridge and they also use it once he's gone.
 

The assembled Decepticons get to watch a little presentation that Zarak has cooked up for them, although nobody notices that Twincast has also entered the room. A view screen shows planet Zarak bursting with energy and then the shadow of something appears. The new Decepticon weapon has finally been completed.
 

The Decepticon Headmasters who are on planet Zarak go aboard the new weapon which appears to be a new base for the Decepticons. Inside they find Zarak (who has finally revealed himself fully) who says that there's more to come. And with that the base transforms into it's Scorpion mode, revealing the largest Decepticon ever: Scorponok. The Decepticons on Charr wait for Zarak's arrival, whilst Soundblaster finds out that Twincast is here and the two fight each other, but Twincast escapes.
 

Back on Mars Chromedome tells Fortress that they've found some of the bombs and are going to go and diffuse them, but then Scorponok appears. Since it's much larger than them the Autobots retreat whilst Fortress sees Scorponok for himself and realises that whilst he's started to save energy, he doesn't have enough to transform and this new Decepticon weapon could destroy him quickly.
 

Scorponok drops off some of the other Decepticons to go and help out with setting the bombs. The Autobots attempt to fight Scorponok but have no success at all and instead end up being smacked around a lot, and are defeated. Scorponok then finds Fortress, and because of the low amount of energy Fortress' ship cannot even take off. And this is where Zarak reveals the third and final transformation mode Scorponok has: it can change into a giant robot Headmaster with Zarak transforming into the head.
 

Scorponok then starts to stomp on Fortress' ship, and Fortress can't counter attack in any way. Scorponok is then informed that all of the bomb preparations have been completed and that they must return to Charr immediately. With the final phase of his plan coming onto fruitation, Scorponok contacts Soundblaster and tells him to detonate the north and south pole bombs.
 

The two main bombs explode, which, as Zarak wanted, start to set off all of the other bombs that the Decepticons have planted across the planet. With large explosions happening all over the place Scorponok and the other Decepticons leave Fortress to die and head back into space.
 

With explosions getting closer and closer to them, the Autobot Headmasters head back inside the ship, even though Fortress wants them to get off Mars immediately whilst he stays on the ship as he says that he cannot abandon it. However, an amazing and life-saving discovery is made: the energy being released in the explosions is being absorbed by the ship! But Mars then explodes and is destroyed entirely, are Fortress and the others gone for good?
 

Scorponok seems to think so and he and the other Decepticons watch the large explosion, but they then see something coming out of it: the transformed Fortress Maximus! Although Scorponok's plan to destroy Mars has worked, his other goal to destroy Fortress along with it has failed. Fortress heads towards his new enemy and slices him with the master sword, so the Decepticons retreat.
 

Fortress transforms back and the Autobots on Athenia are glad that everyone is okay, but Fortress now knows that he has a new enemy to deal with and he is also sad that he failed to save Mars, but they will continue onward and crush the Decepticons.

This episode reveals what Zarak really looks like, as in any episode before this, Zarak has always been in shadow.

The Trainbots are defeated by Scorponok and are not seen again in the episode, and that includes the scene where the other Autobots on Mars go inside Fortress. Did the Trainbots die when Mars was destroyed? Obviously not, since they are in many more episodes to come.


This episode also has the only (I think) appearances of Dirge (blue one) and Thrust (red one). There's another one called Ramjet who usually hands around with them but he isn't seen in this series.