Waiting outside a mine opening, Miko complains loudly to Jack that she'd rather be at the Slash Monkey metal concert she's been looking forward to. Arcee and Bulkhead emerge from the entrance, confused that the mine seems to be stripped, although there's an Energon signal coming from inside. While they're still discussing the conundrum, Miko runs into the mine to take a look, resulting in Bulkhead chasing her inside and Jack persuading Arcee to let him go in as well. Moments after they step inside, Megatron and Starscream land at the mine entrance. Starscream is confused as to why they have come to an exhausted mine, but Megatron leads the way inside.
Bulkhead finds Miko testing the acoustics in a cavern. While she's whooping and yelling, Bulkhead's detector bleeps, and he attempts to contact Arcee. The comms, however, are useless due to interference from the rock surrounding them. Bulkhead decides to get a sample for Ratchet and begins breaking pieces off the rock he's found.
Inside the mine, Megatron and Starscream find Decepticon mining equipment. Starscream tries to blame its presence on an error by Soundwave, but Megatron plucks a chunk of Energon from the wall and explains that he's been keeping up with Starscream's many plots, thanks to Soundwave's spying. He explains that he's let Starscream continue until now for his own amusement, but believes that enough is enough. Starscream pleads for his life...and it's this scene that Jack and Arcee stumble upon. Megatron begins firing on the two newcomers and Starscream sees his chance to try to escape. Enraged, Megatron fires after him. Arcee takes advantage of Megatron's distraction and fires, causing him to discharge his fusion cannon into the ceiling, which gives way. Massive rocks fall on Megatron, causing the floor to start caving in as well, and both Arcee and Jack fall into a swiftly-widening hole.
In the cavern, Bulkhead protects Miko from the falling rocks.
Starscream, speeding through the mine in his jet mode, is hit by rocks and can only cry out as the tunnel to the mine entrance collapses.
In the aftermath, Jack struggles up to find himself alone in the cave and goes searching for the others.
Miko likewise picks herself up to find Bulkhead holding up a huge chunk of the ceiling, preventing it from caving in on them. They have no idea as to what caused the cave-in, but Miko starts trying to clear the rocks away so that they can get out - although they both know there's little hope thanks to the huge blockage.
Starscream pulls himself free of the mine and into the open air. He experiences a brief moment of triumph before realizing that Megatron has survived worse. He muses that if he doesn't make some attempt to rescue his leader, the other Decepticons surely will, which will mean problems for Starscream in the long run. Besides, he concludes, he can take the credit if he succeeds.
Still searching inside the cave, Jack stumbles upon one of the Decepticon mining drills, and activates it to try to help the others.
As night falls outside, Miko is tiring from her work. Bulkhead points out there's limited oxygen, and she's using it faster by exerting herself. Miko protests, saying that she has to get Bulkhead out; he says he's fine, although his creaking servos tell a different story. In the partially-collapsed cavern, Bulkhead and Miko hear drilling. Miko yells out weakly, and Bulkhead tells her to hit his foot with a rock to make a noise.
Meanwhile, Jack uses the drill to clear a path, only to uncover Megatron's face; he is still pinned by fallen rock. Megatron suggests that Jack use the drill to finish him, pointing out that he'll never have a better opportunity, but Jack doesn't believe Optimus Prime would want Megatron killed that way and drills off in another direction. Thanks to the loosened rock, Megatron starts to dig his way out.
Miko continues banging Bulkhead's foot, but a noise stops her and Bulkhead has to admit that his arms are starting to fail. She hits him a couple more times before someone starts to break through the wall. Unfortunately, their joy is short-lived as it turns out to be Starscream. Bulkhead is unafraid, pointing out that shooting him will just bring the whole place down, and asks that he just let Miko go. Starscream mocks him by menacing Miko, who refuses to leave, but Bulkhead kicks him away. Starscream swiftly recovers, only to be knocked down by Jack's drill as it comes through the wall. Miko is persuaded to hop aboard the drill, which she does tearfully, and the two humans back out, leaving Bulkhead and Starscream alone. Jack and Miko start trying to dig their way out, but Jack suddenly stops the drill dead as a large foot comes down in front of them.
Starscream is pleased. Now not only will he be able to rescue Megatron, but he'll have Bulkhead as a gift. Unfortunately for him, Arcee appears with a gun pointed at his head and tells him to raise his hands. Oh, Crap!.
The Autobots exit the mine with the kids and briefly discuss finishing off the Decepticons. When they decide that Optimus wouldn't do it, they go home instead.
Starscream strains to hold up the rock that Bulkhead had been supporting when he spots Megatron leaning through the nearby opening. Starscream is reduced to begging for mercy once more and the Decepticon leader responds with a menacing look, realising that Starscream isn't quite as predictable as he assumed.
- Ain't Too Proud to Beg: As he faces the business end of Megatron's cannon, Starscream actively grovels on his knees, crawling for his life.
- And Your Little Dog, Too!: Starscream menacing Miko For the Evulz, as Bulkhead tries to support the ceiling. (Doesn't stop Bulkhead from kicking Starscream in the face for it.)
- Atlas Pose: Bulkhead. Later Starscream.
- Big Damn Heroes: When Jack pilots the drill into the chamber, he rams it into Starscream and saves Miko. Then later Arcee to Bulkhead when he was trapped with Starscream.
- Boring Insult: Megatron to Starscream. He let Starscream attempt to overthrow him because he took amusement in his failures, but by this episode things had started to bore him so decided to kill him
- Dirty Coward: Starscream attempts to abandon Megatron in the fight against Arcee under the cave.
- Honor Before Reason: Jack passing up the opportunity to finish a trapped Megatron with the drill. He asserts that Optimus would never do that, which is why he won't.
- Hope Spot:Miko: Arcee found us!(the wall bursts open to reveal...)Starscream: Ah hahahaha! Put any doubt of my allegiance to rest! (seeing Bulkhead and Miko) Huh?
- Hypocritical Humor: Starscream when Bulkhead remains defiant against him."Er... yes, begging for mercy would be quite pathetic, wouldn't it?"
- Idiot Ball: So even with all the information he just amassed of how much of an unreliable, dishonest backstabber Starscream is, even after putting a Fusion Cannon to his head and preparing to blow him away — Megatron is still surprised Starscream won't hesitate to abandon him at the first opportunity? Even after giving out Starscream-centered plot summaries of "Masters and Students", "Sick Mind" and "Shadowzone"?
- A small one for Starscream. He tries to explain that all energon has been extracted from the mine so he could later have ot for himself. To Megatron. Who is a former miner.
- It Amused Me: Megatron claims he only kept Starscream around this whole time as a court jester.Megatron: "The fact is, Starscream, despite your treachery, I've allowed you to carry on this long because I took a certain delight in following your string of failures."
- Kick the Dog: Starscream takes the time to menace Miko in a distinctly creepy way, just because Bulkhead can't protect her.
- Load-Bearing Hero: Bulkhead for most of the episode.
- My God, What Have I Done?: Miko gets shades of this when she and Bulkhead get trapped in the cave which is not only short on air, Bulkhead is straining to prevent the ceiling from crashing down on top of them, then Starscream just happens to bust into where they are. She nearly got them both killed because of her impulsiveness.
- Nice Job Breaking It, Hero!: Miko running into the cave got the Autobots into the rocky dilemma they face in this episode, and by extension the reason Megatron doesn't have time to blow off Starscream's head. Whether it's Miko's fault for being impulsive or Bulkhead's fault for being negligent to stop Miko is your call.
- No Man Left Behind: Miko insists on trying to dig out of the cave to save Bulkhead, even though she knows that exerting herself in this way will waste oxygen and diminish her own chances of survival.
- Not Afraid to Die: Megatron goads Jack to finish him off.
- Oblivious Mockery: "If you think I'm gonna beg for mercy, Starscream, forget it!"
- Oh, Crap!: Starscream's expression clearly reads this when he hears Arcee's blaster charging up behind him.
- Papa Wolf: It doesn't matter if Bulkhead has his hands full; you threaten Miko, you're not gonna get away with it.
- "The Reason You Suck" Speech: Megatron to Starscream, after revealing he knows all about his plots.
- Revenge Before Reason: Megatron opens fire at Arcee... in an underground cave that's hundreds of feet under the surface and densely thick in rocks.
- Save the Villain: Starscream is only saved from being blasted to death by Megatron by Arcee's unexpected arrival. Unlike most examples this was by accident.
- Title Drop: Twice.
- Villainous Valor: Megatron confronting the possibility of his own death, at the hands of a human of all things, doesn't scare him in the slightest.
- What Would Optimus Prime Do?Jack: No. He wouldn't.
- What You Are in the Dark: Most noticeably Starscream and Jack. Starscream has a chance to abandon Megatron to death yet again, but concludes that he's just going to survive somehow and he might as well take the chance to get on Megatron's good side. Jack finds Megatron at his mercy while piloting a giant Drill Tank and while Megatron says that Jack may as well finish him now, for glory, Jack knows it's not how Optimus rolls.
- Would Hurt a Child: Megatron was clearly aiming for Jack with his fusion cannon, but fortunately Arcee is able to grab her partner before the blast hits.