The Death of Ultra Magnus

One night, at an Autobot outpost, strange things start to happen. three little robots are running around the place undetected by the generic Autobot guards who are standing around the place. The three small robots start to plant bombs all around the base and then run back outside, and watch as the bombs go off, destroying loads of soldiers and damaging the base structure. The three little robots transform and they are actually the heads of Skullcruncher, Mindwipe and Weirdwolf, who kill the rest of the guards there.
 

Weirdwolf reports to Charr and tells Zarak that their mission has been completed. Zarak tells him not to alert the Autobots at Autobot city for now, and that he will meet up with them shortly to start the next stage of his plan.
 

With the Decepticons appearing to return back to Earth, the Autobots have returned to their Athenia base. The problem is, the Decepticons did manage to store lots of stolen energy during their planet plundering trip, but the Autobots have no idea what Galvatron intends to do with it all, but they must try and stop them from using it. Highbrow then excuses himself to go and work on the code Tekna gave him.
 

Back on Charr, Galvatron tells Zarak and Sixshot his next amazing plan: he's going to incorporate the Earth with himself. Sounds dastardly doesn't it? it's the reason he needed all of the energy in the first place, and when he does merge with the Earth he will become unstoppable and crush anyone and anything that gets in his path.
 

Later on Sixshot talks to Galvatron in private, informing him that Zarak seems to have a plan of his own. Galvatron says he knows all about Zarak and that he revealed his own plan to him on purpose, and that he knows that Zarak is planning on betraying him at some point. But he won't let Zarak get in his way of obtaining such enormous amounts of power. Sixshot says that to make sure that Galvatron's plan will go ahead with any hitches, he will go and destroy the Autobots on Earth.
 

Elsewhere on Charr, Zarak contacts Weirdwolf again and tells him that the time has come for them to act alone. Believing that Galvatron will only lead the Decepticons to failure, Zarak has decided that he must take command over the Decepticons and start on his own plan: to attack all of the Autobot energy storage bases on Earth and take all of the stored energy for themselves. Weirdwolf questions this, suggesting that they just take all of the energy Galvatron has already, but Zarak tells him that he does not want to make Galvatron an enemy yet, and instead wants to try and make him attack the Autobots on Earth for now.
 

Sixshot head to Earth and assembles a team consisting of the Combaticons, Horrorcons and Terrorcons. Their mission is simple enough: attack and destroy as many Earth Autobot bases as they possibly can and wipe out all of the Autobots on Earth. The next morning, the Decepticons start an assault on a the Miami Autobot energy base, and the Autobots there are no match for them.
 

Having been told that one of their bases in under attack, Ultra Magnus has the Technobots sent out to deal with the Decepticons and they head out on the Trainbots. Shouki suggests contacting Fortress on Athenia and update him on what's going on but Magnus says that it's his job to protect the Earth and that he doesn't want to get Fortress involved as he has other things to deal with as it is.
 

On Athenia, Highbrow, Daniel and Wheelie are all looking through Tekna's code but still are having no luck in finding Scorponok's weak spot, and they'll have to start over and look through all of it again to try and find out anything. Meanwhile Fortress sends Punch to Charr and tells him to try and find out what Galvatron is up too. Punch transforms into Counterpunch and then heads out.
 

With the other Autobots either on Athenia or out fighting the Decepticons, Ultra Magnus is left to defend Autobot city on his own. Realising that someone is there, Magnus sees a large object heading towards him which he chops into two pieces, revealing Sixshot. Sixshot says that only one of them can stay on the Earth and that he is going to send Ultra Magnus to hell.
 

The two start to fight each other, but with Sixshot using his many transformations to his advantage along with his ninja techniques, he instantly starts to show that he has the upper hand. Metroplex arrives to try and help Ultra Magnus out but it's at that point that Sixshot calls on Trypticon who battles Metroplex whilst Ultra Magnus continues to take a beating. The Trainbots arrive but Magnus tells them to contact Fortress immediately. Leaning about the Decepticon attack, Fortress takes the other Headmasters to Earth on his ship as they can no longer use the space bridge.
 

Soundblaster finds out about Fortress heading to Earth and tells Galvatron, suggesting that Scorponok should be sent out to deal with him. Galvatron initially doesn't want to do this as he feels that Zarak will not obey him, but Soundblaster tells him that Zarak will definitely want to take revenge on Fortress, so they ask him to go. Later on Scorponok heads to Earth, with Soundblaster secretly following him.
 

Back on Earth Sixshot creates shadows of himself which all transform individually and attack Ultra Magnus. Magnus says that he'll die in defending the Earth and continues to fight back, but then Sixshot reveals him final transformation: Wingwolf. Wingwolf incorporates all 6 of Sixshot's transformations, using the most powerful aspects from each.
 

Sixshot then blasts Ultra Magnus with steams of lasers which send him crashing into a rock.
 

Meanwhile Scorponok lands on Earth and uses his telepathic power to contact Weirdwolf. Weirdwolf and the other Decepticon Headmasters are at an Autobot energy base and have destroyed all of the Autobot guards there, and Weirdwolf tells Scorponok that they've "found the perfect place". Scorponok heads towards them whilst they continue to work on whatever it is there doing.
 

Back at the battle Fortress and the other Autobot Headmasters arrive only to see that Ultra Magnus has been defeated, much to the joy of Wingwolf. Hardhead tells the others to use the head formation which they do together and batter Wingwolf out of the way.
 

Fortress picks Magnus up and tells him to hang on as the other Autobot Headmasters arrive, but it's too late. Ultra Magnus is injured so badly that he can barely even speak. His last words are "Peace on Earth... the Autobots must defend the Earth..." and then he dies in Fortress' arms. Fortress tells the others that they cannot let Magnus' death be in vain. In other words: time to beat the shit out of Sixshot.
 

Chromedome and the others restart their attack and grab onto Wingwolf, sending him into a spin which has him crashing into Fortress' ship and then falling to the Earth, transforming back to Sixshot's robot mode on the way. Sixshot says that he'll get his revenge on them all at some point and then he and Trypticon retreat.
 

Later on the Autobots gather around to pay their last respects to Ultra Magnus, who's body has been put into a coffin. Fortress was going to give him a space burial, but Metroplex requests that Magnus is buried on the Earth, as he liked and fought for the Earth so much. Fortress aggress to do this and the Autobots start to look for a good place for him to be buried.
 

The Autobots find a mountain surrounded by water which has an inlet, and decide that it would make the perfect place for Ultra Magnus to be buried. Fortress gives a short speech on how great a warrior Ultra Magnus was, and then has his coffin dropped into the inlet. The narrator ends the episode off asking if the Autobots can stop Galvatron and Scorponok's plans as we watch Fortress' ship head into the distance.

First appearance of Wingwolf, which Sixshot refers to as his "final transformation" at one point in this episode.

Unlike most other Transformers, Ultra Magnus doesn't change colour when he dies.