While Optimus Prime is patrolling the city, he sees Soundwave toys running everywhere, some of which have suspiciously glowing red optics. He decides to return to base where Sari is making oilnog for them. In the base a Soundwave toy, which was smuggled in as Bulkhead's present, uses some sort of electric device on the oilnog Sari has made. The Autobots drink it and find that it makes them disorientated. As one, they decide to take a stasis nap.
The next morning, Optimus and his crew realize they have become organic humans, but Ratchet can find no logical explanation for their transformation. Prowl is the only one who is not particularly concerned by his new form (which resembles his human hologram, mustache and all) but the others are horrified. They start wondering what happened to their original bodies and decide to go to Sumdac Tower — on foot.
The Auto-Humans get hungry and stop to eat, but their meal is interrupted by Starscream attacking the city. The humanized Autobots attempt to stop them, but find their human bodies soft and weak. When Starscream realises what has happened to them, he predictably starts taunting them, but is cut short when they flee, realising that he cannot distinguish one insignificant human from another! He dismisses them, and continues his rampage. The Autobots are then surprised to see that Cybertron is coming towards the Earth. It landed near the surface, sucking up some debris. Next, Strika, Oil Slick, Spittor, Shockwave, Lugnut, and Megatron arrive. The Decepticons plan on killing the Automen.
The Automen realise that what's happening is completely impossible, and Prowl reasons that it clearly must be an illusion, and if you believe it can happen, then it will. The Autobots, still in human form, totally kick all of the Decepticons' skidplates. (How's that for ya' huh, Megatron? Got your aft kicked by organics!) The Autobots then use the power of "belief" to make themselves Transformers again. This brings them to realise that they are in a virtual reality.
Sari, who had now gotten a jetpack for Christmas along with a dancing Soundwave figurine, goes to the base to find the Autobots. She looks all around, and cannot find them. She realises that they are in the building and finds the "basement". There, she finds the Autobots in deep stasis, controlled by Soundwave. She is attacked by Soundwave, who now has Laserbeak, who can transform into a totally awesome keytar. After losing the fight, Sari vowed to come back.
Meanwhile, the Autobots are still stuck in Soundave's virtual reality. They try to escape, but a giant, white Soundwave stops them from doing so. Soundwave then proceeds to reprogram the Autobots into… Decepticons.
The Autobots have been captured by the giant Soundwave hologram which is slowly absorbing them into his hand, to which Optimus Prime assures them is fake (much to Bumblebee's dismay). The real Soundwave is still reprogramming the Autobots which is near completion, but a cable snaps and sparks, causing the giant hologram to disappear. The Autobots fall into the ground and realise that there could be a "weakness in Soundwave's VR program", to which Prowl attempts to exploit by using Processor over Matter (which works, to surprise of Bumblebee) and successfully breaks free into the real world, only to be caught out by Soundwave. He is forced back into the Virtual World, and just before attempting to try again, a white flash in the sky blinds the Autobots. Regaining sight, they find they are back into the Human forms, unable to Transform back into their bodies. Soundwave begins "Operation: Organic Control" to prevent further interference. All over town, the Soundwave toys emerge from their packaging and begin to hypnotise everyone.
An enraged Bulkhead, wielding a traffic light, begins destroying the "crazy video game". Ratchet states that "it doesn't work that way" and they would need to find Soundwave's interface or some sort of icon that suggests Soundwave. On cue, a black van with red tinted windows resembling Soundwave drives through. Optimus instructs the Automen to drive vehicles (the very vehicles their own altmodes were based on) to give pursuit, but Optimus is baffled at the controls.
Sari arrives home looking for her dad but encounters a toy Soundwave instead. From his lair, Soundwave watches Sari kick over the toy, realising that her techno-organic body is "immune to the music", prompting for her destruction. Sari finds the Professor and pleads for help, but he ignores her. Another Soundwave toy appears from behind her and the Professor advances on Sari, saying in the monotone voice "The Techno-organic must be destroyed". He continues to repeat the message, but Sari escapes by blasting a bookcase ontop of him and flying out the window.
The Automen have gained some control over the vehicles (including a backwards Ratchet). The chase leads to a snowcovered Drive In Theatre, and the Soundwave vehicle is cornered. Ratchet shouts in victory "Now we've got him…", only to see 9 more Soundwave vehicles emerge from the surrounding hills; "…right where he wants us!". In an attempt to escape, a black and red Soundwave appears on the cinema screen and controlling the seatbells, captures the Automen. Soundwave begins to resume his reprogramming, but the Automen cannot fight it
Sari arrives at Dinobot Island before being attacked by the Dinobots. Sari asks for their help, but they attack her instead, to which she fights back. Grimlock recalls his attack, but denies her help. Noticing that one was missing, Grimlock states that he became a traitor; a pet. A tall lanky green a purple bot is seen on the shoreline, covered in a straw hat and pants, writing in the sand. Sari finds him asking for help, but he too denies her claiming he "already has a pet"; Snarl, who gallops towards them when called. Scrapper queries about the location of the other Constructicons, but she instead requests a job of him, with the reward of a "few trucks of premium grade motor oil", but he states that they're stuck on the island. But Sari suggests they construct a boat. Once done, they being travelling to the main land (Sari has to forcefully convince Scrapper to help), but are intercepted by the "hero" Wreck-Gar. Sari officially dubs them the "Substitute Autobots". Arriving at the mainland, Sari instructs the Substitutes to "Transform and roll out", which leads to an uncoordinated attack. As she regroups them stating they have the "element of surprise", Soundwave bursts through the ground. As the Substitutes begin to attack, the other Autobots arrive, fully hypnotised by Soundwave, who begin their advance to destroy her.
Sari instructs Scrapper and Snarl to take on Bulkhead and Ratchet, while Wreck-Gar and herself take on Optimus, Prowl and Bumblebee, Sari tries to reason with them, but Soundwave states that they would not be "swayed by human emotions". Sari tells Wreck-Gar to cover her (to which he does; with a large sheet), but Bumblebee shoots at her. Wreck-Gar searches in his depository looking for "something heroic" and accidently knocks out Prowl and Bumblebee. He finds a large tree trunk, but Optimus slices it to pieces. With Bumblebee and Prowl back up again, Wreck-Gar attacks the Autobots, but Sari is attacked. Meanwhile, Scrapper began flinging snowballs at Bulkhead and Ratchet, only to be knocked away. Soundwave gains control over Sari's jetpack, causing her to fall into the snow below, along with Scrapper, Wreck-Gar, then Snarl, and they realise that Soundwave is controlling all of them at the same time. As they split up to individually attack the Autobots, Soundwave cannot focus his power of all the 'bots at once. Snarl tackles Ratchet, wrapping him in the road buffers and Scrapper encases Bulkhead in ice. Wreck-Gar listens to Soundwave's music, suggesting that it needs an accordion. Bumblebee ambushes Sari, but Prowl snatches her out the way, and struggles to destroy her when pinned, but Sari blasts him off. Wreck-Gar tangles Bumblebee up with Christmas lights and sings, causing Sari to realise that they were "beating the Autobots". But Optimus attacks all three with a powerful blow as Soundwave can focus all his control on him. Snarl rams at Optimus, but is taken by the horns and slammed to the ground. Scrapper defends his pet, but Optimus brings a billboard down on them. Sari attacks Optimus, but Optimus grabs Wreck-Gar and uses him as a shield, causing his depository to explode and a large heavy object to land on his head knocking him out. Optimus begins to attack Sari, but Prowl, now free of the programming, knocks Soundwave's keytar out of his hands. But Optimus slams down his axe and comes to, and realises his actions. Sari emerges from behind the axe and thanks Prowl (who used Processor over Matter to free himself). Furious, Soundwave deploys Ratbat to destroy the Autobots. Soundwave tackles Optimus who loses his axe, while Ratbat picks up Prowl and collides him into a nearby building. Optimus struggles to reach his axe, but instead grapples Laserbeak and slams it into Soundwave. Optimus reels Laserbeak in and forces it to transform into its guitar. Soundwave recalls Ratbat, and the two strike their guitars. Optimus overpowers Soundwave, jumps high into the air, and smashes Laserbeak into Soundwave, destroying his body, thereby releasing the humans of his control (and the Soundwave toys all break down). Soundwave, now reduced to his tape cassette, gets turned off by Sari, before being snatched away by Laserbeak.
Porter C. Powell cries over his money loss of having to refund all the toys. Relieved, Scrapper and Snarl begin their return to Dinobot Island (Scrapper apparently wasn't aware of any "overtime"). Wreck-Gar arrives and begins cleaning up the city with a vacuum cleaner. Sari claims the difficulty in leadership, while Optimus counters with the difficulty in being human. Prowl notices the irony that "technology lead [them] to a greater understanding of what it means to be organic", like family. Wreck-Gar, now sporting a beard, shouts "Ho, Ho, Ho", tossing rubbish all over the city.
These episodes was made available on the Transformers: Animated - The Complete Series DVD set, released by Shout! Factory on June 10, 2014.
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