On a scouting mission in the arctic, Bumblebee and Bulkhead find a stasis pod frozen in the ice. Upon their return to base with it, Ratchet decides to let it thaw out until he can examine it. Unbeknownst to anyone, something begins to tear it's way out of the thawing pod...

Optimus and Arcee prepare to head back to the Arctic to investigate the area where the pod was found. Ratchet equips them with a sensor that will indicate when the arctic cold lowers their core temperatures to dangerous levels. The kids arrive at base, it being a Saturday, and Raf asks to join the mission so he can see real snow. Optimus denies his request, citing that the arctic is hostile to even Cybertronians... But promises to bring back a snowball for the little guy.

However, seconds after the two depart, the Groundbridge shuts down. While Ratchet puts Bumblebee and Bulkhead to work, Jack and Miko play a video game. Raf goes off on his own to play "surviving the arctic" when he finds a small, cute little robot who displays a taste for metal, and cosies up to him. Just as Ratchet discovers a Groundbridge component has a bite-mark in it, Raf returns to the main hall with his new buddy. The Autobots shriek in horror and deploy their weapons, panicking at the small creature. The kids are confused when Ratchet calls it a Scraplet, "the most dangerous vermin to ever crawl upon the face of Cybertron", but the bots' fears are proven true when the Scraplet attacks Bumblebee and begins to eat his outer plating. The Scraplet is soon killed by Raf (in a berserker rage). Ratchet discovers that the pod from the arctic in fact contained thousands of Scraplets; vicious, swarming creatures that eat metal, and ''love'' living metal like Cybertronians.

In the Arctic, Optimus and Arcee's core temperatures drop too low, but Optimus is unable to call for a Groundbridge. Ratchet discovers the Scraplets have destroyed the comm systems, leaving them unable to contact their friends. Bulkhead and Bumblebee advocate abandoning base, but Ratchet refuses, unwilling to abandon Optimus and Arcee to their deaths. Jack suggests each Autobot be partnered with a human, since the Scraplets aren't interested in organics. Jack helps Ratchet work on the Groundbridge while the others hunt the Scraplets. However, the tables quickly turn on them as the swarms attack and overwhelm the three Autobots, the kids struggling to repel the feasting Scraplets.

In the arctic, Optimus and Arcee are now struggling to stay conscious. Arcee blames the clumsy Bulkhead for their predicament, but Optimus claims that there's more to the big guy than his clumsiness.

At the base, the kids have managed to succeed in repelling the swarms, but Ratchet bitterly notes that these were only the scouts for the much, much larger whole. When the group elects to Groundbridge the Scraplets back to the arctic to be re-frozen, Ratchet reasons that an Energon fuel line was ruptured, and sends Jack, Miko, and Raf to fix it. The three battered Autobots suddenly hit on an unsettling question: do they bring Optimus and Arcee back first, or send the Scraplets out first? If Optimus and Arcee come back first, then they'll be fresh meat and the Scraplets will have no reason to leave. Ratchet declares that they need live bait.

Optimus and Arcee are on their last legs, huddling for warmth and barely conscious. The two hold hands and prepare for the end.

The kids are just able to repair the fuel line when the Scraplet horde heads for the Autobots ''en masse'' for a feast. Ratchet fires up the Groundbridge, and Bulkhead lures the Scraplet horde out of the base into the arctic. The Scraplet horde freezes almost instantly once they reach the place, to Optimus and Arcee's relief.

Later, Ratchet is being assisted by the kids in overseeing the gang's repairs. Ratchet admits to Optimus that he's glad this all happened on a Saturday, and Optimus notes the strength of their young friends.

... And then Miko screams in horror at a spider and runs off, to the team's befuddlement.
* AbortedArc: Arcee decides to blame Bulkhead for her and Optimus' predicament, and Optimus tries to defend the big guy despite his clumsiness. Bulkhead comes through and saves the entire group, but Arcee isn't seen thanking him, and the subplot is just left hanging.
* AbsenteeActor: None of the Decepticons are seen throughout this episode, as the threat here is the scraplet infestation.
* AFatherToHisMen: Even when nearly frozen to death, Optimus doesn't hesitate to stand in front of Arcee to protect her from the onslaught of Scraplets.
* BewareTheNiceOnes: When his new pet turns on Bumblebee, Raf beats it into submission with a pipe.
-->'''Jack:''' Easy there, killer.
-->'''Miko:''' Whoa. I did ''not'' see that coming.
* ByTheLightsOfTheirEyes: The lights briefly go out, and you can see only Miko and Bulkhead's eyes (along with Miko's [[PrehensileHair ponytails standing up on end.]])
* CueTheSun
* FinalSpeech: Well, Optimus and Arcee think it is, anyway.
--> '''Arcee:''' You know the worst part? After battling 'Cons all these years - smacked down, shot at, blown up - this is how our lights go out?
--> '''Optimus:''' Arcee, this may not have been the finish that we had planned. But if this is indeed the end - if we are to become one with the Allspark...
--> '''Arcee:''' [[ItHasBeenAnHonor It's been an honor]] serving you, Optimus Prime.
* HoldingHands: A platonic version. Optimus and Arcee hold hands when they believe they are going to freeze to death in the Arctic.
* HypocriticalHumor: Miko ''freaks out'' over a tiny spider where she had earlier teased [[ScreamsLikeALittleGirl Bulkhead]] for his fear of Scraplets. The difference is that Bulkhead has a geniune reason to fear Scraplets: they're ''lethal''.
* IAmAHumanitarian: Scraplets will eat ''anything'' made of metal. But their favorite type is ''living'' metal - like Cybertronians.
* IronicEcho: Miko asks Bulkhead, "Did you just scream like a little girl?" At the end of the episode when Miko runs screaming from a spider, Bulkhead asks, "Did she just scream like a little girl?"
* ItHasBeenAnHonor: Arcee tells Optimus this when they believe they were going to die.
* KillerRabbit: The Scraplets may look cute and harmless but the second they see metal...
* MonsterOfTheWeek: The entire conflict of the episode revolves around the newly-introduced Scraplets, and while [[Recap/TransformersPrimeS2E3OrionPaxPart3 other Scraplets do show up]] (and demonstrate just how deadly the things really can be), these Scraplets are never seen again.
* ScreamsLikeALittleGirl: During a search for Scraplets, Bulkhead does this when the lights briefly go out.
-->'''Miko:''' Did you just scream like a little girl?
-->'''Bulkhead:''' No! Maybe. Can we talk about this later?
* ScrewThisImOuttaHere: Bulkhead suggests abandoning the base in light of the Scraplet infestation and Bumblebee agrees.
* ShoutOut:
** Miko calls the hunt for the Scraplets a "[[Film/{{Aliens}} bug hunt]]". Bulkhead and Bumblebee are as enthusiastic as Hudson.
** Ratchet says Scrappy gave Bumblebee "[[Creator/MontyPython only a mesh wound]]".
* [[WhyDidItHaveToBeSnakes Why Did It Have To Be Scraplets?]]: Bulkhead is particularly spooked by the Scraplets - to the point of wanting to flee. Bumblebee is also terrified and Ratchet too is jumpy, with good reason.