Scourge's soul has survived, and has hosted an Optimus-like body, and has a plan to reawaken Unicron, while the Maximals (Optimus Pirmal, Cheetor, Rhinox, Rattrap, and Dinobot), warn Optimus about the Predacons, lead by Megatron, but Scourge also has a plan to kill Optimus, now the Autobots and Maximals have to team up to fight the Predacons, and Scourge.