The episodes starts with Sideways making a log entry on the moon. He discusses how the Decepticons are losing the battle for the Mini-Cons, or even keep their valued Mini-Cons in their possession. Back at Decepticon base, Sideways sits slumped in the corner as Megatron and his crew returns from a mission. He claims his leg has been damaged... to which a small fight breaks out over the moral of the team. Starscream asks Megatron where the group is headed when the two head into a locked room... and Megatron punishes Starscream for their loss in the previous battle. He attacks the Decepticon warrior, and nearly destroys him, until Demolishor and Sideways blast their way into the room and stop the beating. Starscream manages to survive the punishment, and leaves the base. Demolishor and Sideways follow Starscream out onto the moon's surface, and when Starscream blasts off to spend some time alone, Sideways asks Demolishor why he is still loyal to someone as deranged as Megatron. With that,