[[Starscream]] and the other [[Decepticon]] jets have kidnapped many of the [[Earth (Transformers)|Earth]]'s leaders. The [[Aerialbot]]s rescue them, but they do not really understand why the Decepticons are evil and why they have to fight them. Suddenly, Teletraan I picks up Decepticon activity on Cybertron. Meanwhile, Megatron is angry that because of the Aerialbots' existence, his control of the skies is totaled. He is then notified by Soundwave that the Autobots have left for Cybertron with the Aerialbots, which pleases Megatron.
Meanwhile on [[Cybertron]], [[Shockwave]] is building a [[time travel|time machine]] to travel back to the "Golden Age" of Cybertron before the Great War, in order to get more [[Energon|energy]]. When the [[Autobot]]s learn of this, they send a team consisting of [[Optimus Prime]], [[Ironhide]], [[Wheeljack]], [[Ratchet (Transformers)|Ratchet]] and the Aerialbots to Cybertron onboard [[Omega Supreme]] to stop him.
[[Image:Orionpax-ariel.jpg|thumb|right|Orion Pax and Ariel on Cybertron.]]
The Aerialbots, except Silverbolt try to befriend the Decepticons but get trapped in the time machine in an attempt to lose them at the beginning of time. Optimus Prime disrupts the trap, which then hurls the Aerialbots to the "Golden Age" of Cybertron nine million years ago. There, they meet [[Orion Pax]] and his girlfriend Ariel, who are working at a dock unloading Energon for storage. Suddenly, they see Megatron and the Decepticon jets approach the dock. Ariel says she has heard rumours of Megatron destroying entire cities but the other Autobots do not believe her. Orion personally meets Megatron who asks about what the warehouse is used for. When Orion answers, Megatron orders his army to transform and deactivate all of the workers. The Aerialbots come to rescue them, carrying them to a safe place for repairs. There they meet a young [[Alpha Trion]] who is busy repairing his drones. The Aerialbots ask him to repair the damaged Autobots. The Aerialbots realize that after the horrific attack on these gentle Autobots, Megatron is not someone to be respected and they vow to make him pay.
While the repairs are taking place, Megatron lays siege on the other cities but the massive Guardian robots try to stop him and restore control. When Alpha Trion finishes his repairs, he has rebuilt Orion Pax into Optimus Prime and Ariel into [[Elita One]]. Optimus felt foolish for admiring Megatron because he was powerful.
In the present, the Autobots have fixed the time machine, but before they can recharge it and bring the Aerialbots back, they are ambushed by the Decepticons and a headless, reprogrammed Guardian robot.
In the past, Megatron is rallying his troops to fight the Guardians, when suddenly Optimus Prime attacks him. With the help of his new,more powerful body,and armed with his laser cannon, Optimus decimates Megatron's army. The Aerialbots take a few Energon cubes to refuel Omega Supreme.They also plan to blow up the rest of the storage hanger to prevent Megatron from getting the energy stored there.After the hanger is destroyed,suddenly the Aerialbots are returned to the present time, where they continue their fight. The Aerialbots transform into [[Superion]], destroying the Guardian robot and forcing the Decepticons to retreat.
With the energon cubes, the Autobots prepared for the trip back to Earth. Silverbolt also slips Prime's original name, forcing Optimus to tell the others his story from nine million years ago.
"Are those guys crazy?" "Crazy or even dumber than I first suspected."
-- Skywarp and Starscream talking about the Aerialbots who stopped fighting and wanted to "talk" to the Seekers.
"Those things give me the creeps" "Yeah, they used to give us a pounding back in the old days."
-- Skywarp and Thundercracker talking about the damaged Guardian robot.
"A warrior doesn't need a head, just a good strong body."
-- Megatron, commenting on the damaged Guardian robot that is about to be reprogrammed to serve the Deceptions.
"You - who are you?!" "Your worst nightmare!"
-- Megatron & Optimus Prime, confronting each other for the first time.
"You may not recognize him, for he is no longer Orion Pax. He is the first of our new defenders... Optimus Prime." "I was wrong, my friends. I admired Megatron merely because he was powerful. I failed to see how he used that power."
-- Alpha Trion introducing Optimus Prime.
"It all began about nine million years ago." "Oh, great! This is going to be one of those long stories!"
-- Optimus Prime and Ratchet
Other notes
Animation and/or technical glitches
Ariel is shown with the Aerialbots running to find her own body.
This episode introduces a lot of major mythological elements from the G1 cartoon, incluing the origin of Optimus Prime and Elita-1 and showing the start of the Third Great War.
In a interview, writer David Wise says that the meeting between Orion Pax and Megatron happened differently in the original version of the script. Megatron was to blast Orion's arm off and then use it to decapitate him. Sunbow, fearing the scene was too violent, had it changed.