Sideswipe and Strongarm are driving near Crown City when a farmer suffers a burst tire. The pair are able to prevent the farmer's truck and an oncoming fuel tanker from colliding, and successfully maintain their cover in the process. They return to the scrapyard where Russell is impressed at Sideswipe's authentic battle damage, leading the Autobots to wonder whereSteeljaw and his gang are. Fixit reports that he's detected intruders in the scrapyard, though they just turn out to be three of Russell's jerky schoolmates — Joey, Johnny and Steve. Denny soon puts them off claiming the scrapyard as their new hangout, but they spot Grimlock and become interested in the metal dino. The ruse that Grimlock's a Japanese movie prop lasts until Grimlock catches sight of Steve's astronaut cat tattoo and panics. The three boys are scared further by the other Autobots, who make like haunted cars, and the scrapyard is soon jerk-free. Back at the command center, Fixit has detected a number of Decepticon signals at the docks, so the Autobots prepare to fire up the Groundbridge.
Meanwhile in the old steel mill which Steeljaw and his gang are using as a hideout, tensions are running hot. Steeljaw reminds Thunderhoof andUnderbite that they're only there because they can help him obtain the Anti-Spark, and the two underlings go outside for fresh air. The pair walk to the docks where Thunderhoof gripes about not having his own operation, however they become aware there's something going on in a nearby warehouse. Inside they stumble on three Decepticons shifting steel drums around, and recognizing a criminal operation when he sees one, Thunderhoof decides to stage a takeover. They confront the catbot in charge, Slink, but neither she nor her henchbots Sneak and Snitch have heard of the former crimeboss. The two groups start fighting.
Bumblebee and his team arrive via Groundbridge in the industrial area. Bee takes a moment to look into the water and sees a vision of Optimus Prime, who gives him a brief inspirational speech. The four Autobots reach the warehouse to find a battle already under way between Underbite, Sneak and Snitch while Thunderhoof tries to sweet-talk Slink into cutting him in on the action. Bumblebee and his team attempt to arrest everyone, only for Thunderhoof and Underbite to grab the other Decepticons and threaten to crush them. This doesn't go down well with the Autobots, and a fight breaks out. While the Autobots are busy with the other Decepticons, Thunderhoof discovers Slink's racket — hoarding pet food. She escapes as Sideswipe engages Thunderhoof in combat, though the elkbot soon has him on the ropes.
Amid the confusion, Slink and her gang start loading a forklift with pet food. Their activity is enough to distract Thunderhoof from Sideswipe and Strongarm, however Slink takes out the lights, and the three nocturnal Decepticons are the only ones able to see. Bumblebee assists Grimlock in taking down Underbite, however when Thunderhoof uses his stomp to cause a quake, the whole warehouse starts coming down. Slink's gang zooms away on the forklift, Underbite similarly runs off, and the Autobots are able to get out, however Thunderhoof is still in the warehouse when it collapses. After the Autobots head off to intercept the forklift, Thunderhoof digs himself out of the rubble.
The Autobots soon catch up with the forklift, which Bumblebee makes short work of with his sword. Strongarm captures Sneak and Snitch in an electrified net, and though Slink attacks Bumblebee, he's able to throw her onto the net, incapacitating her as well. The team takes their captives through the Groundbridge back to the scrapyard, but Sideswipe's prevented from going through by a surprise attack from Thunderhoof. After a brief fight, Sideswipe's able to goad Thunderhoof into charging at him, jumping out of the way at the last moment so that Thunderhoof plunges into the sea. The Groundbridge reopens again, as Bumblebee comes looking for Sideswipe, and the pair head back through to the scrapyard.